exv10w26






Exhibit 10.26




AMENDED AND RESTATED

COMPANY GUARANTY AGREEMENT




     THIS AMENDED AND RESTATED COMPANY GUARANTY AGREEMENT (this “Guaranty Agreement”),
dated as of July 8, 2011, is made by SONIC AUTOMOTIVE, INC. (the “Guarantor” or the
“Company”) to BANK OF AMERICA, N.A., a national banking association organized and existing
under the laws of the United States, as administrative agent (in such capacity, the
“Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter
party to the Floorplan Credit Agreement defined below (collectively with the Administrative Agent
and the Revolving Administrative Agent (as defined below), in its capacity as collateral agent
under the Floorplan Credit Agreement, the “Floorplan Secured Parties”). All capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
Floorplan Credit Agreement.



W I T N E S S E T H:




     WHEREAS, the Company, certain Subsidiaries of the Company party thereto (each an “Existing
New Vehicle Borrower”), the lenders party thereto (the “Existing Lenders”) and the
Administrative Agent 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 Credit Agreement”), pursuant to which certain of the Existing 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 (the “Existing Guarantor”) entered into a Company Guaranty
Agreement dated as of January 15, 2010 (the “Existing Guaranty Agreement”) pursuant to
which the Existing Guarantor has guaranteed the payment and performance of the obligations of the
Existing New Vehicle Borrowers under the Existing Credit Agreement and other loan documents related
thereto; and



     WHEREAS, the Company and the Existing New Vehicle Borrowers have requested that the Existing
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 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 “Borrowers” and each individually a “Borrower”), the Lenders
and the Administrative Agent; and



     WHEREAS, the Borrowers, the Administrative Agent and the 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 Guaranty Agreement as provided herein; and



 









 





     WHEREAS, each New Vehicle Borrower is a Subsidiary of the Guarantor and the Guarantor will
materially benefit from the New Vehicle Floorplan Loans made and to be made under the Floorplan
Credit Agreement; and



     WHEREAS, the Guarantor is required to enter into this Guaranty Agreement pursuant to the terms
of the Floorplan Credit Agreement; and



     WHEREAS, a material part of the consideration given in connection with and as an inducement to
the execution and delivery of the Floorplan Credit Agreement by the Floorplan Secured Parties was
the obligation of the Guarantor to enter into this Guaranty Agreement, and the Floorplan Secured
Parties are unwilling to extend and maintain the credit facilities provided under the Loan
Documents unless the Guarantor enters into this Guaranty Agreement;



     NOW, THEREFORE, in order to induce (i) the Lenders to amend and restate the Existing Credit
Agreement and (ii) induce the Floorplan Secured Parties to make the credit facilities provided for
in the Floorplan Credit Agreement available to the New Vehicle Borrowers, the parties hereto agree
that the Existing Guaranty Agreement is hereby amended and restated in this Guaranty Agreement as
follows:



     1. Guaranty. The Guarantor hereby unconditionally, absolutely, continually and
irrevocably guarantees to the Administrative Agent for the benefit of the Floorplan Secured Parties
the payment and performance in full of the Guaranteed Liabilities (as defined below). For all
purposes of this Guaranty Agreement, “Guaranteed Liabilities” means: (a) each New Vehicle
Borrower’s prompt payment in full, when due or declared due and at all such times, of all
Obligations and all other amounts pursuant to the terms of the Floorplan Credit Agreement, the
Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing,
arising, due or payable from such New Vehicle Borrower to any one or more of the Floorplan Secured
Parties, including principal, interest, premiums and fees (including, but not limited to, loan fees
and reasonable fees, charges and disbursements of counsel (“Attorney Costs”)); and (b) each
New Vehicle Borrower’s prompt, full and faithful performance, observance and discharge of each and
every agreement, undertaking, covenant and provision to be performed, observed or discharged by
such New Vehicle Borrower under the Floorplan Credit Agreement, the Notes and all other Loan
Documents. The Guarantor’s obligations to the Floorplan Secured Parties under this Guaranty
Agreement are hereinafter collectively referred to as the “Guarantor’s Obligations”.



     The Guarantor agrees that it is directly and primarily liable for the Guaranteed Liabilities.



     The Guarantor’s Obligations are secured by various Security Instruments referred to in the
Floorplan Credit Agreement, including without limitation, the Security Agreement.



     2. Payment. If any New Vehicle Borrower shall default in payment or performance of any
of the Guaranteed Liabilities, whether principal, interest, premium, fee (including, but not limited to, loan fees and Attorney Costs), or otherwise, when and as the same
shall become due, and after expiration of any applicable grace period, whether according to the
terms of the Floorplan Credit Agreement, by acceleration, or otherwise, or upon the occurrence



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and during the continuance of any Event of Default under the Floorplan Credit Agreement, then the
Guarantor will, upon demand thereof by the Administrative Agent, fully pay to the Administrative
Agent, for the benefit of the Floorplan Secured Parties, an amount equal to all the Guaranteed
Liabilities then due and owing or declared or deemed to be due and owing. For purposes of this
Section 2, the Guarantor acknowledges and agrees that “Guaranteed Liabilities” shall be
deemed to include any amount (whether principal, interest, premium, fees) which would have been
accelerated in accordance with Section 8.02 of the Floorplan Credit Agreement but for the
fact that such acceleration could be unenforceable or not allowable under any Debtor Relief Law.




     3. Absolute Rights and Obligations. This is a guaranty of payment and not of
collection. The Guarantor’s Obligations under this Guaranty Agreement shall be absolute and
unconditional irrespective of, and the Guarantor hereby expressly waives, to the extent permitted
by law, any defense to its obligations under this Guaranty Agreement and all Security Instruments
to which it is a party by reason of:




     (a) any lack of legality, validity or enforceability of the Floorplan Credit Agreement,
of any of the Notes, of any other Loan Document, or of any other agreement or instrument
creating, providing security for, or otherwise relating to the Guarantor’s Obligations, any
of the Guaranteed Liabilities, or any other guaranty of any of the Guaranteed Liabilities
(the Loan Documents and all such other agreements and instruments being collectively
referred to as the “Related Agreements”);




     (b) any action taken under any of the Related Agreements, any exercise of any right or
power therein conferred, any failure or omission to enforce any right conferred thereby, or
any waiver of any covenant or condition therein provided;




     (c) any acceleration of the maturity of any of the Guaranteed Liabilities or of any
other obligations or liabilities of any Person under any of the Related Agreements;




     (d) any release, exchange, non-perfection, lapse in perfection, disposal, deterioration
in value, or impairment of any security for any of the Guaranteed Liabilities, or for any
other obligations or liabilities of any Person under any of the Related Agreements;




     (e) any dissolution of any Borrower, the Guarantor, any other Loan Party or any other
party to a Related Agreement, or the combination or consolidation of any New Vehicle
Borrower, the Guarantor, any other Loan Party or any other party to a Related Agreement into
or with another entity, or any transfer or disposition of any assets of any New Vehicle
Borrower, the Guarantor, any other Loan Party or any other party to a Related Agreement;




     (f) any extension (including without limitation extensions of time for payment),
renewal, amendment, restructuring or restatement of, any acceptance of late or partial
payments under, or any change in the amount of any borrowings or any credit



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facilities available under, the Floorplan Credit Agreement, any of the Notes or any other Loan Document
or any other Related Agreement, in whole or in part;




     (g) the existence, addition, modification, termination, reduction or impairment of
value, or release of any other guaranty (or security therefor) of the Guaranteed Liabilities
(including without limitation obligations arising under any other Guaranty now or hereafter
in effect);




     (h) any waiver of, forbearance or indulgence under, or other consent to any change in
or departure from any term or provision contained in the Floorplan Credit Agreement, any
other Loan Document or any other Related Agreement, including without limitation any term
pertaining to the payment or performance of any of the Guaranteed Liabilities, or any of the
obligations or liabilities of any party to any other Related Agreement;




     (i) any other circumstance whatsoever (with or without notice to or knowledge of the
Guarantor) which may or might in any manner or to any extent vary the risks of the
Guarantor, or might otherwise constitute a legal or equitable defense available to, or
discharge of, a surety or a guarantor, including without limitation any right to require or
claim that resort be had to any New Vehicle Borrower or any other Loan Party or to any
collateral in respect of the Guaranteed Liabilities or Guarantor’s Obligations, whether
arising under North Carolina General Statutes Sections 26-7 and 26-9 or otherwise.


It is the express purpose and intent of the parties hereto that this Guaranty Agreement and the
Guarantor’s Obligations hereunder shall be absolute and unconditional under any and all
circumstances and shall not be discharged except by payment as herein provided.




     4. Currency and Funds of Payment. All Guarantor’s Obligations will be paid in lawful
currency of the United States of America and in immediately available funds, regardless of any law,
regulation or decree now or hereafter in effect that might in any manner affect the Guaranteed
Liabilities, or the rights of any Floorplan Secured Party with respect thereto as against any
Borrower, or cause or permit to be invoked any alteration in the time, amount or manner of payment
by any Borrower of any or all of the Guaranteed Liabilities.



     5. Events of Default. Without limiting the provisions of Section 2 hereof, in
the event that there shall occur and be continuing an Event of Default, then notwithstanding any
collateral or other security or credit support for the Guaranteed Liabilities, at the
Administrative Agent’s election and without notice thereof or demand therefor, the Guarantor’s
Obligations shall immediately be and become due and payable.



     6. Subordination. Until this Guaranty Agreement is terminated in accordance with
Section 21 hereof, the Guarantor hereby unconditionally subordinates all present and future
debts, liabilities or obligations now or hereafter owing to the Guarantor (i) of any New
Vehicle Borrower, to the payment in full of the Guaranteed Liabilities and (ii) of each other
Person now or hereafter constituting a Loan Party, to the payment in full of the obligations of
such Loan



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Party owing to any Floorplan Secured Party and arising under the Loan Documents. All
amounts due under such subordinated debts, liabilities, or obligations shall, upon the occurrence
and during the continuance of an Event of Default, be collected and, upon request by the
Administrative Agent, paid over forthwith to the Administrative Agent for the benefit of the
Floorplan Secured Parties on account of the Guaranteed Liabilities, the Guarantor’s Obligations, or
such other obligations, as applicable, and, after such request and pending such payment, shall be
held by the Guarantor as agent and bailee of the Floorplan Secured Parties separate and apart from
all other funds, property and accounts of the Guarantor.




     7. Suits. The Guarantor from time to time shall pay to the Administrative Agent for
the benefit of the Floorplan Secured Parties, on demand, at the Administrative Agent’s Office or
such other address as the Administrative Agent shall give notice of to the Guarantor, the
Guarantor’s Obligations as they become or are declared due, and in the event such payment is not
made forthwith, the Administrative Agent may proceed to suit against the Guarantor. At the
Administrative Agent’s election, one or more and successive or concurrent suits may be brought
hereon by the Administrative Agent against the Guarantor, whether or not suit has been commenced
against any New Vehicle Borrower, any Loan Party or any other Person and whether or not the
Floorplan Secured Parties have taken or failed to take any other action to collect all or any
portion of the Guaranteed Liabilities or have taken or failed to take any actions against any
collateral securing payment or performance of all or any portion of the Guaranteed Liabilities, and
irrespective of any event, occurrence, or condition described in Section 3 hereof.



     8. Set-Off and Waiver. The Guarantor waives any right to assert against any Floorplan
Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its
Guarantor’s Obligations, any defense (legal or equitable) or other claim which the Guarantor may
now or at any time hereafter have against any New Vehicle Borrower or any or all of the Floorplan
Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims
otherwise available to the Guarantor. The Guarantor agrees that each Floorplan Secured Party shall
have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind,
or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged,
transferred or assigned to such Floorplan Secured Party or otherwise in the possession or control
of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account
or benefit of the Guarantor, including any balance of any deposit account or of any credit of the
Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and
hereby authorizes each Floorplan Secured Party from and after the occurrence of an Event of Default
at any time or times with or without prior notice to apply such balances or any part thereof to
such of the Guarantor’s Obligations to the Floorplan Secured Parties then due and in such amounts
as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes
of this Section 8, all remittances and property shall be deemed to be in the possession of
a Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or by
other bailee.



     9. Waiver of Notice; Subrogation.




     (a) The Guarantor hereby waives to the extent permitted by law notice of the following
events or occurrences: (i) acceptance of this Guaranty Agreement; (ii) the



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Lenders’ heretofore, now or from time to time hereafter making Loans and otherwise loaning monies or
giving or extending credit to or for the benefit of any Borrower or any other Loan Party, or
otherwise entering into arrangements with any Loan Party giving rise to Guaranteed
Liabilities, whether pursuant to the Floorplan Credit Agreement or the Notes or any other
Loan Document or Related Agreement or any amendments, modifications, or supplements thereto,
or replacements or extensions thereof; (iii) presentment, demand, default, non-payment,
partial payment and protest; and (iv) any other event, condition, or occurrence described in
Section 3 hereof. The Guarantor agrees that each Floorplan Secured Party may
heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon
such terms and at such times as each Floorplan Secured Party, in its sole and absolute
discretion, deems advisable, without in any way or respect impairing, affecting, reducing or
releasing the Guarantor from its Guarantor’s Obligations, and the Guarantor hereby consents
to each and all of the foregoing events or occurrences.




     (b) The Guarantor hereby agrees that payment or performance by the Guarantor of its
Guarantor’s Obligations under this Guaranty Agreement may be enforced by the Administrative
Agent on behalf of the Floorplan Secured Parties upon demand by the Administrative Agent to
the Guarantor without the Administrative Agent being required, the Guarantor expressly
waiving to the extent permitted by law any right it may have to require the Administrative
Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against any
Borrower or any other guarantor of the Guaranteed Liabilities, or (ii) seek to enforce or
resort to any remedies with respect to any security interests, Liens or encumbrances granted
to the Administrative Agent or any Lender or other party to a Related Agreement by any
Borrower or any other Person on account of the Guaranteed Liabilities or any guaranty
thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY THE GUARANTOR THAT
DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE ADMINISTRATIVE AGENT, AND THE
PROVISIONS HEREOF ENFORCED BY THE ADMINISTRATIVE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY
EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE FLOORPLAN CREDIT AGREEMENT.




     (c) The Guarantor further agrees with respect to this Guaranty Agreement that it shall
not exercise any of its rights of subrogation, reimbursement, contribution or indemnity, nor
any right of recourse to security for the Guaranteed Liabilities unless and until 93 days
immediately following the Facility Termination Date shall have elapsed without the filing or
commencement, by or against any Loan Party, of any state or federal action, suit, petition
or proceeding seeking any reorganization, liquidation or other relief or arrangement in
respect of creditors of, or the appointment of a receiver, liquidator, trustee or
conservator in respect to, such Loan Party or its assets. This waiver is expressly intended
to prevent the existence of any claim in respect to such subrogation, reimbursement,
contribution or indemnity by the Guarantor against the estate of any other
Loan Party within the meaning of Section 101 of the Bankruptcy Code, in the event of a
subsequent case involving any other Loan Party. If an amount shall be paid to the Guarantor
on account of such rights at any time prior to termination of this Guaranty



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Agreement in accordance with the provisions of Section 21 hereof, such amount shall be held in
trust for the benefit of the Floorplan Secured Parties and shall forthwith be paid to the
Administrative Agent, for the benefit of the Floorplan Secured Parties, to be credited and
applied upon the Guarantor’s Obligations, whether matured or unmatured, in accordance with
the terms of the Floorplan Credit Agreement or otherwise as the Floorplan Secured Parties
may elect. The agreements in this subsection shall survive repayment of all of the
Guarantor’s Obligations, the termination or expiration of this Guaranty Agreement in any
manner, including but not limited to termination in accordance with Section 21
hereof, and occurrence of the Facility Termination Date.



     10. Effectiveness; Enforceability. This Guaranty Agreement shall be effective as of
the date first above written and shall continue in full force and effect until termination in
accordance with Section 21 hereof. Any claim or claims that the Floorplan Secured Parties
may at any time hereafter have against the Guarantor under this Guaranty Agreement may be asserted
by the Administrative Agent on behalf of the Floorplan Secured Parties by written notice directed
to the Guarantor in accordance with Section 23 hereof.



     11. Representations and Warranties. The Guarantor warrants and represents to the
Administrative Agent, for the benefit of the Floorplan Secured Parties, that it is duly authorized
to execute and deliver this Guaranty Agreement, and to perform its obligations under this Guaranty
Agreement, that this Guaranty Agreement has been duly executed and delivered on behalf of the
Guarantor by its duly authorized representatives; that this Guaranty Agreement is legal, valid,
binding and enforceable against the Guarantor in accordance with its terms except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles; and that the
Guarantor’s execution, delivery and performance of this Guaranty Agreement does not violate or
constitute a breach of any of its Organizational Documents, any agreement or instrument to which
the Guarantor is a party, or any law, order, regulation, decree or award of any governmental
authority or arbitral body to which it or its properties or operations is subject.



     12. Expenses. The Guarantor agrees to be jointly and severally liable for the payment
of all reasonable fees and expenses, including Attorney Costs, incurred by any Floorplan Secured
Party in connection with the enforcement of this Guaranty Agreement, whether or not suit be
brought.



     13. Reinstatement. The Guarantor agrees that this Guaranty Agreement shall continue
to be effective or be reinstated, as the case may be, at any time payment received by any Floorplan
Secured Party in respect of any Guaranteed Liabilities is rescinded or must be restored for any
reason, or is repaid by any Floorplan Secured Party in whole or in part in good faith settlement of
any pending or threatened avoidance claim.



     14. Attorney-in-Fact. To the extent permitted by law, the Guarantor hereby appoints
the Administrative Agent, for the benefit of the Floorplan Secured Parties, as the Guarantor’s
attorney-in-fact for the purposes of carrying out the provisions of this Guaranty Agreement
and taking any action and executing any instrument which the Administrative Agent may deem
necessary or advisable to accomplish the purposes hereof, which appointment is coupled with an



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interest and is irrevocable; provided, that the Administrative Agent shall have and may
exercise rights under this power of attorney only upon the occurrence and during the continuance of
an Event of Default.




     15. Reliance. The Guarantor represents and warrants to the Administrative Agent, for
the benefit of the Floorplan Secured Parties, that: (a) the Guarantor has adequate means to obtain
on a continuing basis (i) from any New Vehicle Borrower, information concerning the Loan Parties
and the Loan Parties’ financial condition and affairs and (ii) from other reliable sources, such
other information as it deems material in deciding to provide this Guaranty Agreement (“Other
Information”), and has full and complete access to the Loan Parties’ books and records and to
such Other Information; (b) the Guarantor is not relying on any Floorplan Secured Party or its or
their employees, directors, agents or other representatives or Affiliates, to provide any such
information, now or in the future; (c) the Guarantor has been furnished with and reviewed the terms
of the Floorplan Credit Agreement and such other Loan Documents and Related Agreements as it has
requested, is executing this Guaranty Agreement freely and deliberately, and understands the
obligations and financial risk undertaken by providing this Guaranty Agreement; (d) the Guarantor
has relied solely on the Guarantor’s own independent investigation, appraisal and analysis of each
New Vehicle Borrower, each New Vehicle Borrower’s financial condition and affairs, the “Other
Information”, and such other matters as it deems material in deciding to provide this Guaranty
Agreement and is fully aware of the same; and (e) the Guarantor has not depended or relied on any
Floorplan Secured Party or its or their employees, directors, agents or other representatives or
Affiliates, for any information whatsoever concerning any New Vehicle Borrower or any New Vehicle
Borrower’s financial condition and affairs or any other matters material to the Guarantor’s
decision to provide this Guaranty Agreement, or for any counseling, guidance, or special
consideration or any promise therefor with respect to such decision. The Guarantor agrees that no
Floorplan Secured Party has any duty or responsibility whatsoever, now or in the future, to provide
to the Guarantor any information concerning any New Vehicle Borrower or any New Vehicle Borrower’s
financial condition and affairs, or any Other Information, other than as expressly provided herein,
and that, if the Guarantor receives any such information from any Floorplan Secured Party or its or
their employees, directors, agents or other representatives or Affiliates, the Guarantor will
independently verify the information and will not rely on any Floorplan Secured Party or its or
their employees, directors, agents or other representatives or Affiliates, with respect to such
information.



     16. Rules of Interpretation. The rules of interpretation contained in Sections
1.03 and 1.06 of the Floorplan Credit Agreement shall be applicable to this Guaranty
Agreement and are hereby incorporated by reference. All representations and warranties contained
herein shall survive the delivery of documents and any extension of credit referred to herein or
guaranteed hereby.



     17. Entire Agreement. This Guaranty Agreement, together with the Floorplan Credit
Agreement and other Loan Documents, constitutes and expresses the entire understanding
between the parties hereto with respect to the subject matter hereof, and supersedes all prior
negotiations, agreements, understandings, inducements, commitments or conditions, express or
implied, oral or written, except as herein contained. The express terms hereof control and



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supersede any course of performance or usage of the trade inconsistent with any of the terms
hereof. Except as provided in Section 21, neither this Guaranty Agreement nor any portion
or provision hereof or thereof may be changed, altered, modified, supplemented, discharged,
canceled, terminated, or amended orally or in any manner other than as provided in the Floorplan
Credit Agreement.




     18. Binding Agreement; Assignment. This Guaranty Agreement and the terms, covenants
and conditions hereof shall be binding upon and inure to the benefit of the parties hereto, and to
their respective heirs, legal representatives, successors and assigns; provided,
however, that the Guarantor shall not be permitted to assign any of its rights, powers,
duties or obligations under this Guaranty Agreement or any other interest herein or therein except
as expressly permitted herein or in the Floorplan Credit Agreement. Without limiting the
generality of the foregoing sentence of this Section 18, any Lender may assign to one or
more Persons, or grant to one or more Persons participations in or to, all or any part of its
rights and obligations under the Floorplan Credit Agreement (to the extent permitted by the
Floorplan Credit Agreement); and to the extent of any such permitted assignment or participation
such other Person shall, to the fullest extent permitted by law, thereupon become vested with all
the benefits in respect thereof granted to such Lender herein or otherwise, subject however, to the
provisions of the Floorplan Credit Agreement, including Article IX thereof (concerning the
Administrative Agent) and Section 10.06 thereof concerning assignments and participations.
All references herein to the Administrative Agent shall include any successor thereof.



     19. Severability. The provisions of this Guaranty Agreement are independent of and
separable from each other. If any provision hereof shall for any reason be held invalid or
unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability
of any other provision hereof, but this Guaranty Agreement shall be construed as if such invalid or
unenforceable provision had never been contained herein.



     20. Counterparts. This Guaranty Agreement may be executed in any number of
counterparts each of which when so executed and delivered shall be deemed an original, and it shall
not be necessary in making proof of this Guaranty Agreement to produce or account for more than one
such counterpart executed by the Guarantor. Without limiting the foregoing provisions of this
Section 20, the provisions of Section 10.10 of the Floorplan Credit Agreement shall
be applicable to this Guaranty Agreement.



     21. Termination. Subject to reinstatement pursuant to Section 13 hereof, this
Guaranty Agreement, and all of the Guarantor’s Obligations hereunder (excluding those Guarantor’s
Obligations relating to Guaranteed Liabilities that expressly survive such termination) shall
terminate on the Facility Termination Date.



     22. Remedies Cumulative; Late Payments. All remedies hereunder are cumulative and are
not exclusive of any other rights and remedies of the Administrative Agent or any other Floorplan
Secured Party provided by law or under the Floorplan Credit Agreement, the other
Loan Documents or other applicable agreements or instruments. The making of the Loans and other
credit extensions pursuant to the Floorplan Credit Agreement and other Related Agreements shall be
conclusively presumed to have been made or extended, respectively, in



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reliance upon the Guarantor’s guaranty of the Guaranteed Liabilities pursuant to the terms hereof. Any amounts not paid when due
under this Guaranty Agreement shall bear interest at the Default Rate.




     23. Notices. Any notice required or permitted hereunder shall be given, (a) with
respect to the Guarantor, at its address indicated in Schedule 10.02 of the Floorplan
Credit Agreement and (b) with respect to the Administrative Agent or any other Floorplan Secured
Party, at the Administrative Agent’s address indicated in Schedule 10.02 of the Floorplan
Credit Agreement. All such addresses may be modified, and all such notices shall be given and
shall be effective, as provided in Section 10.02 of the Floorplan Credit Agreement for the
giving and effectiveness of notices and modifications of addresses thereunder.



     24. Governing Law; Venue; Waiver of Jury Trial.




     (a) THIS GUARANTY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NORTH CAROLINA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY
PERFORMED, IN SUCH STATE.




     (b) THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS THAT ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY 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 GUARANTY AGREEMENT, THE GUARANTOR EXPRESSLY WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN, OR TO THE EXERCISE OF
JURISDICTION OVER IT AND ITS PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR
PROCEEDING, AND THE GUARANTOR HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO
THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.




     (c) THE GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF A
COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS FOR NOTICES
TO THE GUARANTOR IN EFFECT PURSUANT TO SECTION 24 HEREOF, OR BY ANY OTHER METHOD OF
SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF NORTH CAROLINA.




     (d) NOTHING CONTAINED IN SUBSECTIONS (b) or (c) HEREOF SHALL PRECLUDE THE
ADMINISTRATIVE AGENT FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS



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GUARANTY AGREEMENT OR ANY OTHER LOAN DOCUMENT IN THE COURTS OF ANY JURISDICTION
WHERE THE GUARANTOR OR ANY OF THE GUARANTOR’S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED.
TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE GUARANTOR
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN
RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTION
OVER IT AND ITS PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE
AVAILABLE UNDER APPLICABLE LAW.




     (e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER OR
RELATED TO THIS GUARANTY AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION THEREWITH, THE GUARANTOR AND
THE ADMINISTRATIVE AGENT ON BEHALF OF THE FLOORPLAN SECURED PARTIES HEREBY AGREE, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT ANY SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION,
SUIT OR PROCEEDING.




     (f) THE GUARANTOR HEREBY EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE THAT ANY COURT TO
WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS HEREOF IS AN INCONVENIENT FORUM.



     25. Amendment and Restatement. The parties hereto agree that the Existing Guaranty
Agreement is hereby amended and restated in this Guaranty Agreement, and this Guaranty Agreement
shall constitute neither a release nor novation of any obligation or liability arising under the
Existing Guaranty Agreement nor a refinancing of any indebtedness or obligations arising thereunder
or under the Existing Credit Agreement or related documents, but rather the obligations and
liabilities in effect under the Existing Guaranty Agreement shall continue in effect on the terms
hereof.



[Signature page follows.]










11 









 








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



	 	 	 	 	 	 	 

	 	 	GUARANTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	SONIC AUTOMOTIVE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	\David P. Cosper\
 

David P. Cosper
	 	 
	 

	 	Title:
	 	Vice Chairman and Chief Financial Officer	 	 






AMENDED AND RESTATED COMPANY GUARANTY AGREEMENT

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	ADMINISTRATIVE AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	\Anne M. Zeschke\	 	 
	 

	 	Name:
	 	 

Anne M. Zeschke
	 	 
	 

	 	Title:
	 	Vice President	 	 






AMENDED AND RESTATED COMPANY GUARANTY AGREEMENT

Signature Page