exv10w18






Exhibit 10.18




 




Published CUSIP Number:                     




AMENDED AND RESTATED SYNDICATED NEW AND USED VEHICLE

FLOORPLAN CREDIT AGREEMENT



Dated as of July 8, 2011



among



SONIC AUTOMOTIVE, INC.,

as the Used Vehicle Borrower,



CERTAIN OF ITS SUBSIDIARIES,

as New Vehicle Borrowers,



BANK OF AMERICA, N.A.,

as Administrative Agent, New Vehicle Swing Line Lender and

Used Vehicle Swing Line Lender,



BANK OF AMERICA, N.A.,

as Revolving Administrative Agent

(in the capacity as collateral agent),



THE OTHER LENDERS PARTY HERETO

and



MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as

Sole Lead Arranger and Sole Book Manager



 









 









 











TABLE OF CONTENTS




	 	 	 	 	 
	     Section	 	Page	 
	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	 
	 	 	 	 
	1.01 Assignments and Allocations; Amendment and Restatement
	 	 	1	 
	1.02 Defined Terms
	 	 	3	 
	1.03 Other Interpretive Provisions
	 	 	42	 
	1.04 Accounting Terms
	 	 	43	 
	1.05 Rounding
	 	 	44	 
	1.06 Times of Day
	 	 	44	 
	 
	 	 	 	 
	ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS
	 	 	45	 
	 
	 	 	 	 
	2.01 New Vehicle Floorplan Committed Loans
	 	 	45	 
	2.02 Borrowings, Conversions and Continuations of New Vehicle Floorplan Committed Loans
	 	 	45	 
	2.03 New Vehicle Floorplan Swing Line Loan
	 	 	46	 
	2.04 New Vehicle Floorplan Overdrafts
	 	 	51	 
	2.05 Electronic Processing
	 	 	52	 
	2.06 Used Vehicle Floorplan Committed Loans
	 	 	53	 
	2.07 Borrowings, Conversions and Continuations of Used Vehicle Floorplan Committed Loans
	 	 	53	 
	2.08 Used Vehicle Floorplan Swing Line Loans
	 	 	54	 
	2.09 Prepayments
	 	 	59	 
	2.10 Termination or Reduction of Commitments
	 	 	60	 
	2.11 Repayment of Loans
	 	 	61	 
	2.12 Interest
	 	 	63	 
	2.13 Fees
	 	 	64	 
	2.14 Computation of Interest and Fees
	 	 	65	 
	2.15 Evidence of Debt
	 	 	65	 
	2.16 Payments Generally; Administrative Agent’s Clawback
	 	 	66	 
	2.17 Sharing of Payments by Lenders
	 	 	68	 
	2.18 Increase in Commitments
	 	 	69	 
	2.19 New Vehicle Borrowers
	 	 	70	 
	2.20 Cash Collateral and Other Credit Support
	 	 	72	 






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TABLE OF CONTENTS




	 	 	 	 	 
	     Section	 	Page	 
	2.21 Defaulting Lenders
	 	 	73	 
	 
	 	 	 	 
	ARTICLE IIA. SECURITY
	 	 	75	 
	 
	 	 	 	 
	2A.01. Security
	 	 	75	 
	2A.02. Further Assurances
	 	 	75	 
	2A.03. Information Regarding Collateral
	 	 	76	 
	 
	 	 	 	 
	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
	 	 	76	 
	 
	 	 	 	 
	3.01 Taxes
	 	 	76	 
	3.02 Illegality
	 	 	80	 
	3.03 Inability to Determine Rates
	 	 	81	 
	3.04 Increased Costs
	 	 	81	 
	3.05 Mitigation Obligations; Replacement of Lenders
	 	 	83	 
	3.06 Survival
	 	 	83	 
	 
	 	 	 	 
	ARTICLE IV. CONDITIONS PRECEDENT TO AMENDMENT AND RESTATEMENT
	 	 	83	 
	 
	 	 	 	 
	4.01 Amendment and Restatement
	 	 	83	 
	4.02 Conditions to all Borrowings
	 	 	86	 
	4.03 Conditions to all New Vehicle Floorplan Borrowings pursuant to a Payment Commitment or a Payoff Letter Commitment
	 	 	88	 
	 
	 	 	 	 
	ARTICLE V. REPRESENTATIONS AND WARRANTIES
	 	 	88	 
	 
	 	 	 	 
	5.01 Existence, Qualification and Power; Compliance with Laws
	 	 	88	 
	5.02 Authorization; No Contravention
	 	 	88	 
	5.03 Governmental Authorization; Other Consents
	 	 	89	 
	5.04 Binding Effect
	 	 	89	 
	5.05 Financial Statements; No Material Adverse Effect; No Internal Control Event

	 	 	89	 
	5.06 Litigation
	 	 	90	 
	5.07 No Default
	 	 	90	 
	5.08 Ownership of Property; Liens
	 	 	90	 
	5.09 Environmental Compliance
	 	 	90	 
	5.10 Insurance
	 	 	90	 
	5.11 Taxes
	 	 	91	 






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TABLE OF CONTENTS




	 	 	 	 	 
	     Section	 	Page	 
	5.12 ERISA Compliance
	 	 	91	 
	5.13 Subsidiaries; Equity Interests
	 	 	92	 
	5.14 Margin Regulations; Investment Company Act
	 	 	92	 
	5.15 Disclosure
	 	 	92	 
	5.16 Compliance with Laws
	 	 	92	 
	5.17 Intellectual Property; Licenses, Etc
	 	 	92	 
	5.18 Books and Records
	 	 	93	 
	5.19 Franchise Agreements and Framework Agreements
	 	 	93	 
	5.20 Collateral
	 	 	93	 
	5.21 Solvency
	 	 	93	 
	5.22 Labor Matters
	 	 	94	 
	5.23 Acquisitions
	 	 	94	 
	5.24 Real Estate Indebtedness
	 	 	94	 
	5.25 Permitted Third Party Service Loaner Indebtedness
	 	 	94	 
	 
	 	 	 	 
	ARTICLE VI. AFFIRMATIVE COVENANTS
	 	 	94	 
	 
	 	 	 	 
	6.01 Financial Statements
	 	 	94	 
	6.02 Certificates; Other Information
	 	 	98	 
	6.03 Notices
	 	 	101	 
	6.04 Payment of Obligations
	 	 	102	 
	6.05 Preservation of Existence, Etc.; Maintenance of Vehicle Title Documentation
	 	 	102	 
	6.06 Maintenance of Properties; Repairs
	 	 	102	 
	6.07 Maintenance of Insurance
	 	 	103	 
	6.08 Compliance with Laws and Contractual Obligations
	 	 	103	 
	6.09 Books and Records
	 	 	103	 
	6.10 Inspection Rights
	 	 	103	 
	6.11 Use of Proceeds
	 	 	104	 
	6.12 Floorplan Audits
	 	 	104	 
	6.13 Location of Vehicles
	 	 	104	 
	6.14 Additional Subsidiaries
	 	 	105	 






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TABLE OF CONTENTS




	 	 	 	 	 
	     Section	 	Page	 
	6.15 Further Assurances
	 	 	106	 
	6.16 Landlord Waivers
	 	 	106	 
	6.17 Notices regarding Indebtedness
	 	 	106	 
	6.18 Joinder of Additional Silo Lenders
	 	 	106	 
	6.19 Deposit Accounts
	 	 	107	 
	6.20 Ally Floorplan
	 	 	107	 
	 
	 	 	 	 
	ARTICLE VII. NEGATIVE COVENANTS
	 	 	107	 
	 
	 	 	 	 
	7.01 Liens
	 	 	107	 
	7.02 Investments
	 	 	109	 
	7.03 Indebtedness
	 	 	109	 
	7.04 Fundamental Changes
	 	 	112	 
	7.05 Dispositions
	 	 	113	 
	7.06 Restricted Payments
	 	 	113	 
	7.07 Change in Nature of Business
	 	 	114	 
	7.08 Transactions with Affiliates
	 	 	114	 
	7.09 Burdensome Agreements
	 	 	114	 
	7.10 Use of Proceeds
	 	 	115	 
	7.11 Financial Covenants
	 	 	115	 
	7.12 Acquisitions
	 	 	115	 
	7.13 Used Vehicle Borrowing Base
	 	 	116	 
	7.14 Amendments of Certain Indebtedness
	 	 	116	 
	7.15 Prepayments, etc. of Certain Indebtedness
	 	 	116	 
	7.16 Silo Subsidiaries
	 	 	117	 
	7.17 Dual Subsidiaries
	 	 	117	 
	7.18 [Intentionally Omitted.]
	 	 	117	 
	7.19 Disposition of Subsidiary or Franchise
	 	 	117	 
	7.20 Additional Credit Support Documentation
	 	 	118	 
	7.21 Perfection of Deposit Accounts
	 	 	118	 
	 
	 	 	 	 
	ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
	 	 	118	 
	 
	 	 	 	 
	8.01 Used Vehicle Events of Default
	 	 	118	 






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TABLE OF CONTENTS




	 	 	 	 	 
	     Section	 	Page	 
	8.02 Remedies Upon Used Vehicle Event of Default
	 	 	121	 
	8.03 New Vehicle Events of Default
	 	 	122	 
	8.04 Remedies Upon New Vehicle Event of Default
	 	 	124	 
	8.05 Overdrawing of New Vehicle Floorplan Loans
	 	 	126	 
	8.06 Application of Funds
	 	 	126	 
	 
	 	 	 	 
	ARTICLE IX. ADMINISTRATIVE AGENT
	 	 	128	 
	 
	 	 	 	 
	9.01 Appointment and Authority
	 	 	128	 
	9.02 Rights as a Lender
	 	 	128	 
	9.03 Exculpatory Provisions
	 	 	128	 
	9.04 Reliance by Administrative Agent and Revolving Administrative Agent
	 	 	129	 
	9.05 Delegation of Duties
	 	 	130	 
	9.06 Resignation of Administrative Agent
	 	 	130	 
	9.07 Non-Reliance on Administrative Agent and Other Lenders
	 	 	131	 
	9.08 No Other Duties, Etc
	 	 	131	 
	9.09 Administrative Agent May File Proofs of Claim
	 	 	131	 
	9.10 Collateral and Guaranty Matters
	 	 	132	 
	9.11 Collateral
	 	 	133	 
	 
	 	 	 	 
	ARTICLE X. MISCELLANEOUS
	 	 	133	 
	 
	 	 	 	 
	10.01 Amendments, Etc
	 	 	133	 
	10.02 Notices; Effectiveness; Electronic Communication
	 	 	136	 
	10.03 No Waiver; Cumulative Remedies
	 	 	138	 
	10.04 Expenses; Indemnity; Damage Waiver
	 	 	139	 
	10.05 Payments Set Aside
	 	 	140	 
	10.06 Successors and Assigns
	 	 	141	 
	10.07 Treatment of Certain Information; Confidentiality
	 	 	146	 
	10.08 Right of Setoff
	 	 	146	 
	10.09 Interest Rate Limitation
	 	 	147	 
	10.10 Counterparts; Integration; Effectiveness
	 	 	147	 
	10.11 Survival of Representations and Warranties
	 	 	148	 
	10.12 Severability
	 	 	148	 






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	     Section	 	Page	 
	10.13 Replacement of Lenders
	 	 	148	 
	10.14 Governing Law; Jurisdiction; Etc
	 	 	149	 
	10.15 Waiver of Jury Trial
	 	 	150	 
	10.16 USA PATRIOT Act Notice
	 	 	150	 
	10.17 Designated Senior Indebtedness
	 	 	150	 
	10.18 No Advisory or Fiduciary Responsibility
	 	 	150	 
	 
	 	 	 	 
	SIGNATURES
	 	 	S-1	 







vi 









 








	 	 	 

	SCHEDULES
	 	 
	 
	 	 
	Schedule 1.01A

	 	Silo Subsidiaries
	Schedule 1.01B

	 	Dual Subsidiaries
	Schedule 1.01C

	 	Certain ERISA Information
	Schedule 2.01A

	 	Commitments and Applicable Percentages
	Schedule 2A.03(a)

	 	Information Regarding Collateral
	Schedule 4.01

	 	Good Standing Jurisdictions and Foreign Qualifications
	Schedule 5.05

	 	Certain Indebtedness
	Schedule 5.06

	 	Litigation
	Schedule 5.13

	 	Subsidiaries; Other Equity Investments
	Schedule 5.19

	 	Franchise and Framework Agreements
	Schedule 6.13

	 	Location of Vehicles
	Schedule 7.01

	 	Existing Liens
	Schedule 7.03

	 	Existing Indebtedness
	Schedule 10.02

	 	Administrative Agent’s Office; Certain Addresses for Notices






	 	 	 

	EXHIBITS
	 	 
	 
	 	 
	 

	 	Form of
	 
	 	 
	Exhibit A-1

	 	New Vehicle Floorplan Committed Loan Notice
	Exhibit A-2

	 	Used Vehicle Floorplan Committed Loan Notice
	Exhibit B-1(a)

	 	New Vehicle Floorplan Swing Line Loan Notice (Borrowing)
	Exhibit B-1(b)

	 	New Vehicle Floorplan Swing Line Loan Notice (Conversion)
	Exhibit B-2

	 	Used Vehicle Floorplan Swing Line Loan Notice
	Exhibit C

	 	Note
	Exhibit D

	 	Assignment and Assumption
	Exhibit E

	 	Amended and Restated Company Guaranty
	Exhibit F

	 	Amended and Restated Subsidiary Guaranty
	Exhibit G

	 	Compliance Certificate
	Exhibit H

	 	Floorplan Joinder Agreement
	Exhibit I

	 	Used Vehicle Borrowing Base Certificate
	Exhibit J

	 	Second Amended and Restated Security Agreement
	Exhibit K

	 	New Vehicle Borrower Notice
	Exhibit L

	 	Opinion Matters
	Exhibit M

	 	Master Intercreditor Agreement
	Exhibit N

	 	Ford Motor Credit Consent
	Exhibit O

	 	Maturity Date Test Amount Certificate
	Exhibit P

	 	Repurchase Test Amount Certificate











vii 









 








AMENDED AND RESTATED SYNDICATED NEW AND USED

VEHICLE FLOORPLAN CREDIT AGREEMENT




     This AMENDED AND RESTATED SYNDICATED NEW AND USED VEHICLE FLOORPLAN CREDIT AGREEMENT
(“Agreement”) is entered into as of July 8, 2011, among SONIC AUTOMOTIVE, INC., a Delaware
corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to
Section 2.19 (each a “New Vehicle Borrower”, and together with the Company, the
“Borrowers” and each individually a “Borrower”), each lender from time to time
party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK
OF AMERICA, N.A., as Administrative Agent, New Vehicle Swing Line Lender and Used Vehicle Swing
Line Lender, and BANK OF AMERICA, N.A., as Revolving Administrative Agent (in the capacity of
collateral agent for the Secured Parties referenced below).



     The Company, certain Subsidiaries of the Company party thereto, certain of the Lenders (the
“Existing Lenders”) and the Administrative Agent entered into that certain Syndicated New
and Used Vehicle Floorplan Credit Agreement dated as of January 15, 2010, as amended by that
certain Amendment No. 1 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of
February 25, 2010, (as amended, supplemented or otherwise modified prior to (but excluding) the
date hereof, the “Existing Credit Agreement”), pursuant to which certain of the Existing
Lenders agreed to make a revolving new vehicle floorplan facility and a revolving used vehicle
floorplan facility available to certain of the Borrowers in accordance with the terms thereof.



     The Company has requested that the Lenders amend and restate the Existing Credit Agreement in
order to continue to provide a revolving credit facility and extend the maturity thereof and the
Lenders are willing to do so on the terms and conditions set forth herein.



     In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:



ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS




     1.01 Assignments and Allocations; Amendment and Restatement.



     (a) Simultaneously with the Closing Date, the parties hereby agree that (i) the initial New
Vehicle Floorplan Commitments are $500,000,000, the initial New Vehicle Floorplan Commitment of
each of the New Vehicle Floorplan Lenders hereunder shall be as set forth in Schedule
2.01A, the outstanding amount of the New Vehicle Floorplan Loans (as defined in and under the
Existing Credit Agreement, without giving effect to any New Vehicle Floorplan Borrowings of New
Vehicle Floorplan Loans under this Agreement on the Closing Date, but after giving effect to any
repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in
accordance with such New Vehicle Floorplan Commitments and the requisite assignments shall be
deemed to be made in such amounts by and between the New Vehicle Floorplan Lenders and from each
New Vehicle Floorplan Lender to each other New



1 









 




Vehicle Floorplan Lender (including from New Vehicle Floorplan Lenders who increase or reduce
their New Vehicle Floorplan Commitments in connection with this Agreement), with the same force and
effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined
in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of
any related assignment fee, and no other documents or instruments, shall be, or shall be required
to be, executed in connection with such assignments (all of which requirements are hereby waived),
(ii) the initial Used Vehicle Floorplan Commitments are $80,000,000, the initial Used Vehicle
Floorplan Commitment of each of the Used Vehicle Floorplan Lenders hereunder shall be as set forth
in Schedule 2.01A, the outstanding amount of the Used Vehicle Floorplan Loans (as defined
in and under the Existing Credit Agreement, without giving effect to any Used Vehicle Floorplan
Borrowings of Used Vehicle Floorplan Loans under this Agreement on the Closing Date, but after
giving effect to any repayment or reduction thereof with the proceeds of any applicable sources)
shall be reallocated in accordance with such Used Vehicle Floorplan Commitments and the requisite
assignments shall be deemed to be made in such amounts by and between the Used Vehicle Floorplan
Lenders and from each Used Vehicle Floorplan Lender to each other Used Vehicle Floorplan Lender
(including from Used Vehicle Floorplan Lenders who increase or reduce their Used Vehicle Floorplan
Commitments in connection with this Agreement), with the same force and effect as if such
assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing
Credit Agreement) under the Existing Credit Agreement but without the payment of any related
assignment fee, and no other documents or instruments, shall be, or shall be required to be,
executed in connection with such assignments (all of which requirements are hereby waived), (iii)
the New Vehicle Floorplan Swing Line (as defined under the Existing Credit Agreement) shall
continue as the new vehicle swing line subfacility hereunder, with the New Vehicle Floorplan Swing
Line Sublimit set out herein, and the New Vehicle Floorplan Swing Line Loans (as defined in the
Existing Credit Agreement), if any, shall continue as and deemed to be New Vehicle Floorplan Swing
Line Borrowings hereunder and (iv) the Used Vehicle Floorplan Swing Line (as defined under the
Existing Credit Agreement) shall continue as the used vehicle swing line subfacility hereunder,
with the Used Vehicle Floorplan Swing Line Sublimit set out herein, and the Used Vehicle Floorplan
Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and
deemed to be Used Vehicle Floorplan Swing Line Borrowings hereunder.




     (b) On the Closing Date, the applicable Lenders shall make full cash settlement with one
another and with any lender under the Existing Credit Agreement that may not be a Lender under this
Agreement, in each case through the Administrative Agent, as the Administrative Agent may direct or
approve, with respect to all assignments, reallocations and other changes in Commitments, such that
after giving effect to such settlements, each Lender’s Applicable Percentage of the Aggregate
Commitments equals (with customary rounding) its Applicable Percentage of the Outstanding Amount of
all Loans.



     (c) The Borrowers, each Guarantor, the Administrative Agent and the Lenders hereby agree that
upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement
that in any manner govern or evidence the Obligations, the rights and interests of the
Administrative Agent and the Lenders, in any of their respective capacities, and any terms,
conditions or matters related to any thereof, shall be and hereby are amended and restated in their
entirety by the terms, conditions and provisions of this Agreement, and the terms and
provisions



2









 




of the Existing Credit Agreement, except as otherwise expressly provided herein, shall
be superseded by this Agreement.




     (d) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including
anything in this Section 1.01, and certain of the related “Loan Documents” as defined in
the Existing Credit Agreement (the “Prior Loan Documents”), (i) after giving effect to any
repayments, commitment reductions and commitment terminations on the date hereof, all of the
indebtedness, liabilities and obligations owing by any Borrower (as defined in the Existing Credit
Agreement) under the Existing Credit Agreement and other Prior Loan Documents shall continue as
Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this
Agreement, (ii) each of this Agreement and the Notes and the other Loan Documents is given as a
substitution or supplement of, as the case may be, and not as a payment of, the indebtedness,
liabilities and obligations of the Borrowers (as defined in the Existing Credit Agreement) and the
Guarantors (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any
Prior Loan Document and is not intended to constitute a novation thereof or of any of the other
Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and
effect, as set forth in this Agreement or in such Prior Loan Document. Upon the effectiveness of
this Agreement, all Loans (as defined in the Existing Credit Agreement) owing by any Borrower (as
defined in the Existing Credit Agreement) and outstanding under the Existing Credit Agreement shall
continue as Loans hereunder subject to the terms hereof. Loans which are Base Rate Loans, each as
defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to
accrue interest at the Base Rate hereunder, and Loans which are Eurodollar Rate Loans, each as
defined and outstanding under the Existing Credit Agreement on the Closing Date, shall continue to
accrue interest at the Eurodollar Rate hereunder; provided, that, on and after the Closing
Date, the margin applicable to any Loan hereunder shall be as set forth in the definition of
Applicable Rate below, without regard to any margin applicable thereto under the Existing Credit
Agreement prior to the Closing Date. All accrued but unpaid interest and fees owing under the
Existing Credit Agreement as of the date hereof shall be repaid on the date hereof at the
applicable rates set forth in the Existing Credit Agreement.



     1.02 Defined Terms. As used in this Agreement, the following terms shall have the meanings
set forth below:



     “Acquisition” means the acquisition of (i) a controlling equity interest or other
controlling ownership interest in another Person (including the purchase of an option, warrant or
convertible or similar type security to acquire such a controlling interest at the time it becomes
exercisable by the holder thereof), whether by purchase of such equity or other ownership interest
or upon the exercise of an option or warrant for, or conversion of securities into, such equity or
other ownership interest, (ii) assets of another Person which constitute all or substantially all
of the assets of such Person or of a line or lines of business conducted by or a vehicle franchise
or vehicle brand licensed or owned by such Person, or (iii) assets constituting a vehicle
dealership.



     “Additional Indebtedness” means Additional Unsecured Indebtedness or Additional
Unsecured Subordinated Indebtedness.



3









 





     “Additional Unsecured Indebtedness” means Indebtedness of the Company (which may be
guaranteed by the Subsidiaries of the Company on an unsecured basis); provided that, (i)
such Indebtedness is (A) not secured by any property of the Company or any Subsidiary, (B) does not
have a maturity, and does not require any principal payments (whether by scheduled installment,
mandatory prepayment or redemption, or the exercise of any put right), earlier than six (6) months
following the Maturity Date, and (C) has terms (including terms of maturity and amortization) that
are typical for indebtedness of such type issued at such time and such terms (other than applicable
rates of interest) are otherwise no more restrictive, or less advantageous to the Lenders, than the
Loan Documents or are otherwise on terms satisfactory to the Administrative Agent, and (ii) after
giving effect to the issuance of such Indebtedness, (A) no Event of Default shall have occurred and
be continuing or would occur as a result therefrom and (B) all other requirements set forth in
Section 7.03(k) shall have been met. “Additional Unsecured Indebtedness” does not include
the 2003-8.625% Indenture Indebtedness, the 2009-5.0% Indenture Indebtedness, 2010-9.0% Indenture
Indebtedness or any related Permitted Indenture Refinancing Indebtedness.



     “Additional Unsecured Subordinated Indebtedness” means Indebtedness of the Company
(which may be guaranteed by the Subsidiaries of the Company on an unsecured, subordinated basis);
provided that, (i) such Indebtedness is (A) not secured by any property of the Company or
any Subsidiary, (B) does not have a maturity, and does not require any principal payments (whether
by scheduled installment, mandatory prepayment or redemption, or the exercise of any put right),
earlier than six (6) months following the Maturity Date, (C) has terms (including terms of maturity
and amortization) that are typical for indebtedness of such type issued at such time and such terms
(other than applicable rates of interest) are otherwise no more restrictive, or less advantageous
to the Lenders, than the Loan Documents or are otherwise on terms satisfactory to the
Administrative Agent, (D) is subordinated to the Obligations in a manner reasonably acceptable to
the Administrative Agent or has subordination terms substantially similar to those in the 2010-9.0%
Indenture and (E) has customary standstill and blockage provisions with regard to payments and
enforcement actions and (ii) after giving effect to the issuance of such Indebtedness, (A) no Event
of Default shall have occurred and be continuing or would occur as a result therefrom and (B) all
other requirements set forth in Section 7.03(l) shall have been met. “Additional Unsecured
Subordinated Indebtedness” does not include the 2003-8.625% Indenture Indebtedness, the 2009-5.0%
Indenture Indebtedness, 2010-9.0% Indenture Indebtedness or any related Permitted Indenture
Refinancing Indebtedness.



     “Administrative Agent” means Bank of America in its capacity as administrative agent
under any of the Loan Documents, or any successor administrative agent.



     “Administrative Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 10.02, or such other address or account as
the Administrative Agent may from time to time notify to the Company and the Lenders.



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



4









 





     “Affiliate” means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



     “Aggregate Commitments” means, collectively, the Aggregate New Vehicle Floorplan
Commitments and the Aggregate Used Vehicle Floorplan Commitments.



     “Aggregate New Vehicle Floorplan Commitments” means the New Vehicle Floorplan
Commitments of all the New Vehicle Floorplan Lenders.



     “Aggregate Used Vehicle Floorplan Commitments” means the Used Vehicle Floorplan
Commitments of all the Used Vehicle Floorplan Lenders.



     “Agreement” means this Amended and Restated Syndicated New and Used Vehicle Floorplan
Credit Agreement.



     “Applicable Facility” means the New Vehicle Floorplan Facility or the Used Vehicle
Floorplan Facility, as applicable.



     “Applicable New Vehicle Floorplan Percentage” means with respect to any New Vehicle
Floorplan Lender at any time, the percentage (carried out to the ninth decimal place) of the
Aggregate New Vehicle Floorplan Commitments represented by such Lender’s New Vehicle Floorplan
Commitment at such time, subject to adjustment as provided in Section 2.21. If the
commitment of each New Vehicle Floorplan Lender to make New Vehicle Floorplan Loans have been
terminated pursuant to Section 8.04 or if the Aggregate New Vehicle Floorplan Commitments
have expired, then the Applicable New Vehicle Floorplan Percentage of each New Vehicle Floorplan
Lender shall be determined based on the Applicable New Vehicle Floorplan Percentage of such New
Vehicle Floorplan Lender most recently in effect, giving effect to any subsequent assignments. The
initial Applicable New Vehicle Floorplan Percentage of each New Vehicle Floorplan Lender is set
forth opposite the name of such New Vehicle Floorplan Lender on Schedule 2.01A or in the
Assignment and Assumption pursuant to which such New Vehicle Floorplan Lender becomes a party
hereto, as applicable.



     “Applicable Percentage” means with respect to any Lender at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s
Commitment at such time, subject to adjustment as provided in Section 2.21. If the
commitment of each Lender under an Applicable Facility to make Loans under such Applicable Facility
has been terminated pursuant to Section 8.02 or Section 8.04 or if the Aggregate
New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, as
applicable, have expired, then for the purposes of determining the Applicable Percentage of any
Lender, the Commitment of such Lender under such Applicable Facility shall be calculated in
accordance with the second sentence of the definition of “Applicable New Vehicle Floorplan
Percentage” or “Applicable Used Vehicle Floorplan Percentage”, as the case may be.



     “Applicable Rate” means, from time to time, the following percentages per annum:



5









 





Applicable Rate




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Eurodollar	 	 	 	Eurodollar	 	 
	 	 	 	 	Rate	 	Base Rate	 	Rate	 	Base Rate
	Commitment	 	Commitment	 	Loans +	 	Loans +	 	Loans +	 	Loans +
	Fee on New	 	Fee on Used	 	(for New	 	(for New	 	(for Used	 	(for Used
	Vehicle	 	Vehicle	 	Vehicle	 	Vehicle	 	Vehicle	 	Vehicle
	Floorplan	 	Floorplan	 	Floorplan	 	Floorplan	 	Floorplan	 	Floorplan
	Facility	 	Facility	 	Facility)	 	Facility)	 	Facility)	 	Facility)
	0.20%
	 	0.25%
	 	1.50%
	 	0.50%
	 	1.75%
	 	0.75%






     “Applicable Used Vehicle Floorplan Percentage” means with respect to any Used
Vehicle Floorplan Lender at any time, the percentage (carried out to the ninth decimal place) of
the Aggregate Used Vehicle Floorplan Commitments represented by such Lender’s Used Vehicle
Floorplan Commitment at such time, subject to adjustment as provided in Section 2.21. If
the commitment of each Used Vehicle Floorplan Lender to make Used Vehicle Floorplan Loans has been
terminated pursuant to Section 8.02 or if the Aggregate Used Vehicle Floorplan Commitments
have expired, then the Applicable Used Vehicle Floorplan Percentage of each Used Vehicle Floorplan
Lender shall be determined based on the Applicable Used Vehicle Floorplan Percentage of such Used
Vehicle Floorplan Lender most recently in effect, giving effect to any subsequent assignments. The
initial Applicable Used Vehicle Floorplan Percentage of each Used Vehicle Floorplan Lender is set
forth opposite the name of such Used Vehicle Floorplan Lender on Schedule 2.01A or in the
Assignment and Assumption pursuant to which such Used Vehicle Floorplan Lender becomes a party
hereto, as applicable.



     “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



     “Arranger” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity
as sole lead arranger and sole book manager.



     “Assignee Group” means two or more Eligible Assignees that are Affiliates of one
another or two or more Approved Funds managed by the same investment advisor.



     “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is required by
Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of
Exhibit D or any other form approved by the Administrative Agent.



     “Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of
any Person, the capitalized amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease
Obligation, the capitalized amount of the remaining lease payments under the relevant lease that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.



     “Audited Financial Statements” means the audited consolidated balance sheet of the
Company and its Subsidiaries for the fiscal year ended December 31, 2010, and the related



6









 




consolidated statements of income or operations, shareholders’ equity and cash flows for such
fiscal year of the Company and its Subsidiaries, including the notes thereto.




     “Autoborrow Advance” shall have the meaning specified in Section 2.08(b).



     “Autoborrow Agreement” shall have the meaning specified in Section 2.08(b).



     “Automatic Debit Date” means the fifth day of a calendar month, provided that
if such day is not a Business Day, the respective Automatic Debit Date shall be the next succeeding
Business Day.



     “Availability Period” means:



     (a) in the case of the New Vehicle Floorplan Facility, the period from and including the
Closing Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the
Aggregate New Vehicle Floorplan Commitments pursuant to Section 2.10 and (iii) the date of
termination of the commitment of each New Vehicle Floorplan Lender to make New Vehicle Floorplan
Loans pursuant to Section 8.04, and



     (b) in the case of the Used Vehicle Floorplan Facility, the period from and including the
Closing Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the
Aggregate Used Vehicle Floorplan Commitments pursuant to Section 2.10 and (iii) the date of
termination of the commitment of each Used Vehicle Floorplan Lender to make Used Vehicle Floorplan
Loans pursuant to Section 8.02.



     “Bank of America” means Bank of America, N.A. and its successors.



     “Bank of America Letter” means the letter agreement, dated May 18, 2011, among the
Company, the Administrative Agent and the Arranger.



     “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a)
the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly
announced from time to time by Bank of America as its “prime rate” and (c) the Eurodollar Rate plus
1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank
of America’s costs and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such change.



     “Base Rate Committed Loan” means a New Vehicle Floorplan Committed Loan or a Used
Vehicle Floorplan Committed Loan, as the context may require that is a Base Rate Loan.



     “Base Rate Loan” means a Loan that bears interest based on the Base Rate.



     “Borrower” and “Borrowers” each has the meaning specified in the introductory
paragraph hereto.



7









 





     “Borrower Materials” has the meaning specified in Section 6.02.



     “Borrowing” means a New Vehicle Floorplan Borrowing or a Used Vehicle Floorplan
Borrowing, as the context may require.



     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state
where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate
Loan, means any such day that is also a London Banking Day.



     “Buyer Notes” means those promissory notes received by the Company or any Subsidiary
as partial or full payment consideration for Dispositions of vehicle dealerships or Subsidiaries by
the Company or such Subsidiary to the obligors of such promissory notes.



     “Cancellation of Acceleration” means, with respect to any Trigger Date, that no
Springing Maturity Date has resulted from such Trigger Date because either (a) the Required Lenders
have agreed (in their sole discretion) not to accelerate the Maturity Date as a result of such
Trigger Date or (b) in the case of a Springing Maturity Date described in clause (y) of the
definition of “Maturity Date,” the Springing Maturity Date Exception has occurred and remained in
effect through the date the respective Indenture Indebtedness, other Indebtedness or Put Option
giving rise to such Trigger Date has been paid in full.



     “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the Administrative Agent, New Vehicle Swing Line Lender or the Used
Vehicle Swing Line Lender (as applicable) and the Lenders, as collateral for Obligations in respect
of New Vehicle Swing Line Loans or Used Vehicle Swing Line Loans, or obligations of Lenders to fund
participations in respect of either thereof (as the context may require), cash or deposit account
balances or, if the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender benefitting
from such collateral shall agree in its sole discretion, other credit support, in each case
pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and
(b) the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable). “Cash
Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of
such cash collateral and other credit support.



     “Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation, implementation or
application thereof by any Governmental Authority or (c) the making or issuance of any request,
rule, guideline or directive (whether or not having the force of law) by any Governmental
Authority; provided that notwithstanding anything herein to the contrary, (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or
directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States regulatory authorities, in
each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless
of the date enacted, adopted or issued.



8









 





     “Change of Control” means an event or series of events by which:




     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or
its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan) (other than (i) Sonic Financial, O. Bruton
Smith or B. Scott Smith; (ii) any spouse or immediate family member of O. Bruton Smith and
B. Scott Smith (collectively with O. Bruton Smith and B. Scott Smith, a “Smith Family
Member”); or (iii) any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners and owners of which are Smith Family Members, (the persons and
entities in “i”, “ii”, and “iii” being referred to, collectively and individually, as the
“Smith Group”) so long as in the case of clause (ii) and (iii) O. Bruton Smith or B. Scott
Smith retains a majority of the voting rights associated with such ownership) becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, except that a person or group shall be deemed to have “beneficial ownership” of all
securities that such person or group has the right to acquire (such right, an “option
right”), whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of 25% or more of the equity securities of the Company
entitled to vote for members of the board of directors or equivalent governing body of the
Company on a fully-diluted basis (and taking into account all such securities that such
person or group has the right to acquire pursuant to any option right);




     (b) during any period of 12 consecutive months, a majority of the members of the board
of directors or other equivalent governing body of the Company cease to be composed of
individuals (i) who were members of that board or equivalent governing body on the first day
of such period, (ii) whose election or nomination to that board or equivalent governing body
was approved by individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing body or
(iii) whose election or nomination to that board or other equivalent governing body was
approved by individuals referred to in clauses (i) and (ii) above constituting at the time
of such election or nomination at least a majority of that board or equivalent governing
body (excluding, in the case of both clause (ii) and clause (iii), any individual whose
initial nomination for, or assumption of office as, a member of that board or equivalent
governing body occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any person or group other
than a solicitation for the election of one or more directors by or on behalf of the board
of directors);




     (c) any Person or two or more Persons (excluding members of the Smith Group so long as
O. Bruton Smith or B. Scott Smith retains a majority of the voting rights associated with
such equity securities) acting in concert shall have acquired by contract or otherwise, or
shall have entered into a contract or arrangement that, upon consummation thereof, will
result in its or their acquisition of the power to exercise, directly or indirectly, a
controlling influence over the management or policies of the Company, or control over the
equity securities of the Company entitled to vote for
members of the board of directors or equivalent governing body of the Company on a



9









 






fully-diluted basis (and taking into account all such securities that such Person or group
has the right to acquire pursuant to any option right) representing 25% or more of the
combined voting power of such securities; or




     (d) the Company fails to own, directly or indirectly, 100% of the Equity Interests of
any Subsidiary other than as a result of the sale of all Equity Interests in a Subsidiary
pursuant to a Permitted Disposition.



     “Closing Date” means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with Section 10.01.



     “Code” means the Internal Revenue Code of 1986.



     “Collateral” means, collectively, the assets and rights and interests in property of
any Person in which the Revolving Administrative Agent, on behalf of the Secured Parties, is
granted a Lien under any Security Instrument as security for all or any portion of the Obligations.



     “Commitment” means, as to each Lender, the New Vehicle Floorplan Commitment and Used
Vehicle Floorplan Commitment of such Lender.



     “Committed Borrowing” means a New Vehicle Committed Borrowing or a Used Vehicle
Committed Borrowing, as the context may require.



     “Company” has the meaning specified in the introductory paragraph hereto.



     “Company Guaranty” means that certain Company Guaranty Agreement executed by the
Company in favor of the Administrative Agent and the Lenders, substantially in the form of
Exhibit E, as supplemented, amended, or modified from time to time.



     “Compliance Certificate” means a certificate substantially in the form of Exhibit
G.



     “Consolidated Current Assets” means, as of any date of determination, the current
assets of the Company and its Subsidiaries on a consolidated basis as of such date (but excluding
in any event (i) any long-term assets of discontinued operations held for sale, other than such
assets which (x) are the subject of an executed non-cancelable purchase and sale agreement between
the applicable Loan Party and a Person which is not an Affiliate of any Loan Party and (y) the
applicable Loan Party intends, in good faith, to Dispose of within 60 days of such date of
determination and (ii) any Investment described in Section 7.02(i)).



     “Consolidated Current Liabilities” means, as of any date of determination, the current
liabilities of the Company and its Subsidiaries on a consolidated basis as of such date.



     “Consolidated EBITDAR” means for any period, on a consolidated basis for the Company
and its Subsidiaries, the sum of the amounts for such period, without duplication, of (a)
Consolidated Net Income, plus (b) to the extent deducted in computing Consolidated Net
Income for such period: (i) Consolidated Interest Expense with respect to non-floorplan
Indebtedness (including interest expense not payable in cash), (ii) charges against income for
foreign, Federal, state and local income taxes, (iii) depreciation expense, (iv) amortization



10









 




expense, including, without limitation, amortization of other intangible assets and transaction
costs, (v) non-cash charges, (vi) all extraordinary losses, (vii) legal fees, broker fees and other
transaction expenses incurred in connection with any Permitted Acquisition (not to exceed
$1,000,000 in the aggregate for each such Acquisition), (viii) Consolidated Rental Expense, and
(ix) non-cash lease termination charges, net of any amortization of such charges, minus (c)
to the extent included in computing Consolidated Net Income for such period, (i) extraordinary
gains and (ii) all gains on repurchases of long-term Indebtedness.




     “Consolidated Fixed Charges” means, for any period, the sum of (a) Consolidated
Interest Expense with respect to non-floorplan Indebtedness for such period (excluding any interest
expense not payable in cash and not payable as a result of any default), plus (b)
Consolidated Principal Payments for such period, plus (c) Consolidated Rental Expenses for
such period, plus (d) Federal, state, local and foreign income taxes paid in cash by the
Company and its Subsidiaries on a consolidated basis during such period, plus (e)
Restricted Payments permitted by Section 7.06(d) for such period, minus (f) cash
refunds of Federal, state, local and foreign income taxes received by the Company and its
Subsidiaries on a consolidated basis during such period. The calculation of “Consolidated Fixed
Charges” is further described in Section 1.04(e).



     “Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the
ratio of (a) the difference of (i) Consolidated EBITDAR for the four fiscal quarter period ending
on such date minus (ii) an amount equal to $100,000 (representing assumed maintenance
capital expenditures) multiplied by the average daily number of physical dealership locations at
which the Subsidiaries operated franchised vehicle dealerships during such period to (b)
Consolidated Fixed Charges for such period.



     “Consolidated Funded Indebtedness” means, as of any date of determination, for the
Company and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal
amount of all obligations, whether current or long-term, for borrowed money (including Obligations
hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under
letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety
bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of
property or services (other than trade accounts payable in the ordinary course of business), (e)
Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations, (f) without
duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in
clauses (a) through (e) above of Persons other than the Company or any Subsidiary, and (g) all
Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint
venture (other than a joint venture that is itself a corporation or limited liability company) in
which the Company or a Subsidiary is a general partner or joint venturer, unless such Indebtedness
is expressly made non-recourse to the Company or such Subsidiary.



     “Consolidated Interest Expense” means, for any period, for the Company and its
Subsidiaries on a consolidated basis, the sum of (a) all interest (before factory
assistance or subsidy), premium payments, debt discount, fees, charges and related expenses of the
Company
and its Subsidiaries in connection with borrowed money (including capitalized interest) or in



11









 




connection with the deferred purchase price of assets, in each case to the extent treated as
interest in accordance with GAAP, and (b) the portion of rent expense of the Company and its
Subsidiaries with respect to such period under capital leases that is treated as interest in
accordance with GAAP.




     “Consolidated Liquidity Ratio” means, as of any date of determination, the ratio of
(a) the sum of Consolidated Current Assets (excluding Temporary Excess Cash) plus the Revolving
Facility Liquidity Amount to (b) the sum of (i) Consolidated Current Liabilities (but
excluding, without duplication and only to the extent such amounts would otherwise have been
included in this clause (b)(i), (A) such Consolidated Current Liabilities consisting of any holder
put right, balloon, bullet or similar final scheduled principal payment that would repay any
Indebtedness permitted by Section 7.03 in full, other than any such holder put right,
balloon, bullet or final payment which is due within ninety (90) days following such date of
determination, and (B) any Temporary Indebtedness) plus (ii) without duplication,
Indebtedness (whether or not reflected as a Consolidated Current Liability) under all floorplan
financing arrangements.



     “Consolidated Net Income” means, for any period, for the Company and its Subsidiaries
on a consolidated basis, the net income of the Company and its Subsidiaries for such period.



     “Consolidated Principal Payments” means, for any period, for the Company and its
Subsidiaries on a consolidated basis, all scheduled payments of principal and amortization of the
Company and its Subsidiaries in connection with Indebtedness for money borrowed (including
Permitted Real Estate Indebtedness) or in connection with the deferred purchase price of assets
which payments are made or are required to be made during such period, in each case to the extent
treated as principal in accordance with GAAP (other than any balloon, bullet or similar final
scheduled principal payment that repays such Indebtedness in full). It is acknowledged that
payments permitted under Section 7.15 shall not be deemed to be scheduled payments of
principal for purposes of determining “Consolidated Principal Payments”.



     “Consolidated Rental Expense” means, for any period, on a consolidated basis for the
Company and its Subsidiaries, the aggregate amount of fixed and contingent rentals payable in cash
by the Company and its Subsidiaries with respect to leases of real and personal property
(excluding capital lease obligations) determined in accordance with GAAP for such period (subject
to Section 1.04(b)).



     “Consolidated Total Lease Adjusted Leverage Ratio” means, as of any date of
determination, the ratio of (a) (i) Consolidated Total Outstanding Indebtedness (excluding (w)
Indebtedness under the New Vehicle Floorplan Facility, (x) Permitted Silo Indebtedness for New
Vehicle or Used Vehicle inventory, (y) Indebtedness under the Used Vehicle Floorplan Facility and
(z) Temporary Indebtedness) as of such date plus (ii) eight (8) times Consolidated
Rental Expense for the period of four fiscal quarters most recently ended (excluding Consolidated
Rental Expense relating to any real property acquired during the period of four fiscal quarters
most recently ended but including as Consolidated Rental Expense the “rental payments” for any real
property Disposed of and leased back to the Company or its Subsidiaries during the period of four
fiscal quarters most recently ended as if such sale-leaseback transaction had occurred on
and such “rental payments” began on the first day of such applicable four fiscal quarter
period) to (b) Consolidated EBITDAR for the period of four fiscal quarters most recently
ended.



12









 





     “Consolidated Total Outstanding Indebtedness” means, for any period, for the Company
and its Subsidiaries on a consolidated basis, the aggregate outstanding principal amount of
Consolidated Funded Indebtedness of the Company and its Subsidiaries (including any such
Indebtedness that would otherwise be deemed to be equity solely because of the effect of FASB ASC
470-20) for such period.



     “Contractual Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound.



     “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.



     “Conversion Price” means, with respect to any Indenture Indebtedness and the Put
Option thereunder, the effective per share price of each share of Class A Common Stock of the
Company that the holder of such Indebtedness would obtain by exercising such Put Option. The
Conversion Price shall be rounded to the nearest cent, with one-half (1/2) cent being rounded down.
By way of example, if the conversion rate for the Put Option under the 2009-5.0% Indenture Notes
as set forth in the documentation related thereto on the date hereof is 74.7245 shares of the
Company’s Class A Common Stock per $1,000 principal amount of 2009-5.0% Indenture Notes,
then, the “Conversion Price” with respect to such Put Option is $13.38 (i.e. $1,000 divided
by 74.7245 shares).



     “Cost of Acquisition” means, with respect to any Acquisition, as at the date of
entering into any agreement therefor, the sum of the following (without duplication): (i) the
value of the Equity Interests of the Company or any Subsidiary to be transferred in connection with
such Acquisition, (ii) the amount of any cash and fair market value of other property (excluding
property described in clause (i) and the unpaid principal amount of any debt instrument) given as
consideration in connection with such Acquisition, (iii) the amount (determined by using the face
amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred,
assumed or acquired by the Company or any Subsidiary in connection with such Acquisition, (iv) all
additional purchase price amounts in the form of earnouts and other contingent obligations that
should be recorded on the financial statements of the Company and its Subsidiaries in accordance
with GAAP in connection with such Acquisition, (v) all amounts paid in respect of covenants not to
compete, consulting agreements that should be recorded on the financial statements of the Company
and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with
such Acquisition, and (vi) the aggregate fair market value of all other consideration given by the
Company or any Subsidiary in connection with such Acquisition; provided that (x) the Cost
of Acquisition shall not include the purchase price of floored vehicles acquired in connection with
such Acquisition, (y) in the event a Subsidiary which operates a franchised vehicle dealership
purchases real property located at or related to such dealership (and so long as such Subsidiary
operated such dealership prior to such purchase),
the consideration described above attributable to such real property shall be excluded from
the



13









 




calculation of Cost of Acquisition for purposes of determining the $50,000,000 threshold set
forth in Section 7.12, and (z) amounts under clause (iv) above shall be excluded
from the calculation of Cost of Acquisition to the extent that such amounts as of the date of
entering into any agreement with respect to such Acquisition are not reasonably expected to exceed
$5,000,000 in the aggregate (each such determination for each applicable year of earnouts and other
contingent obligations with respect to the applicable Acquisition to be based on the reasonably
expected operations and financial condition of the Company and its Subsidiaries during the first
year after the date of the applicable Acquisition). For purposes of determining the Cost of
Acquisition for any transaction, the Equity Interests of the Company shall be valued in accordance
with GAAP.




     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



     “Deemed Floored” means, with respect to each New Vehicle, the date a New Vehicle
Floorplan Borrowing is deemed to be made by a New Vehicle Floorplan Lender, including the New
Vehicle Swing Line Lender, under the New Vehicle Floorplan Facility.



     “Default” means any event or condition that constitutes a New Vehicle Event of Default
or a Used Vehicle Event of Default or that, with the giving of any notice, the passage of time, or
both, would be a New Vehicle Event of Default or a Used Vehicle Event of Default.



     “Default Rate” means an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum;
provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise
applicable to such Loan plus 2% per annum.



     “Defaulting Lender” means, subject to Section 2.21(b), any Lender that, as
determined by the Administrative Agent, (a) has failed to perform any of its funding obligations
hereunder including in respect of its Loans hereunder or participations in respect of New Vehicle
Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans, or has failed to perform any
of its funding obligations under the Revolving Credit Agreement including in respect of its
Revolving Facility Loans (as defined in the Revolving Credit Agreement) thereunder, in each case
within three Business Days of the date required to be funded by it hereunder or thereunder, (b) has
notified any Borrower or the Administrative Agent that it does not intend to comply with any such
funding obligations or has made a public statement to that effect with respect to its funding
obligations hereunder, thereunder or generally under other agreements in which it commits to extend
credit, (c) has failed, within three Business Days after request by the Administrative Agent, to
confirm in a manner satisfactory to the Administrative Agent, that it will comply with such funding
obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the
subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged
with reorganization or liquidation of its business or a custodian appointed for it, or (iii)
taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any
such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by



14









 




virtue of the ownership or acquisition of any Equity Interest in such Lender or any direct or
indirect parent company thereof by a Governmental Authority.




     “Demonstrator” means a New Vehicle that (i) has not been previously titled (other than
to a New Vehicle Borrower in accordance with applicable law), (ii) is the then current model year
or last model year, (iii) has an odometer reading of less than 7500 miles and (iv) is designated by
the applicable New Vehicle Borrower as such.



     “Disposition” or “Dispose” means the sale, transfer, license, lease or other
disposition (including any sale and leaseback transaction) of any property by any Person, including
any sale, assignment, transfer or other disposal, with or without recourse, of any notes or
accounts receivable or any rights and claims associated therewith.



     “Dollar” and “$” mean lawful money of the United States.



     “Dual Subsidiary” means a Subsidiary which (i) operates more than one franchised
vehicle dealership and (ii) has entered into separate floorplan financing arrangements with either
(A) more than one Silo Lender or (B) the Floorplan Lenders and at least one Silo Lender. The Dual
Subsidiaries as of the Closing Date are set forth on Schedule 1.01B. The Company may
designate other Subsidiaries as Dual Subsidiaries from time to time in accordance with Sections
2.19(e) and 7.17.



     “Eligible Assignee” means any Person that meets the requirements to be an assignee
under Section 10.06(b)(iii), and (v) (subject to such consents, if any, as may be required under
Section 10.06(b)(iii)).



     “Eligible Used Vehicle Inventory” means Inventory of any Grantor consisting of Used
Vehicles that (a) in the case of all such Used Vehicles, are subject to a perfected, first priority
Lien in favor of the Revolving Administrative Agent for the benefit of the Secured Parties pursuant
to the Security Instruments, free from any other Lien other than those acceptable to the
Administrative Agent in its discretion, (b) are properly titled in such Grantor’s name or the
certificates of title for such Used Vehicles are endorsed in blank by the prior owners and such
Grantor physically holds such certificates of title (or such Grantor has, in accordance with its
standard policies and procedures, initiated the process by which the requirements of this clause
(b) will be satisfied) and (c) are held for sale and located at such Grantor’s dealership
facilities (except as set forth in Section 6.13), and with respect to such leased
facilities, the Administrative Agent or Revolving Administrative Agent has received a Landlord
Waiver if requested by the Administrative Agent; provided that in no event shall any Used
Vehicles of any Dual Subsidiary which receives Permitted Silo Indebtedness from a Silo Lender be
considered “Eligible Used Vehicle Inventory” or otherwise included in the Used Vehicle Borrowing
Base.



     “Environmental Laws” means any and all Federal, state, local, and foreign statutes,
laws, regulations, ordinances, rules, judgments, orders, decrees, permits, licenses, agreements or
governmental restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to hazardous substances
or wastes, air emissions and discharges to waste or public systems.



15









 





     “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Company, any other Loan Party or any of their respective Subsidiaries directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure
to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.



     “Equity Interests” means, with respect to any Person, all of the shares of capital
stock of (or other ownership or profit interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of
determination.



     “ERISA” means the Employee Retirement Income Security Act of 1974.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) under
common control with the Company within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the
Code).



     “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the
withdrawal of any Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063
during a plan year in which such entity was a “substantial employer” as defined in Section
4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA that has resulted or could reasonably be expected to result in liability of the
Company under Title IV of ERISA in excess of $1,000,000; (c) a complete or partial withdrawal by
the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
Plan is in reorganization, in either case that has resulted or could reasonably be expected to
result in liability of the Company under Title IV of ERISA in excess of (i) in the case of the
Automotive Industries Pension Trust Fund (EIN # 94-1133245), Plan No. 001, the Threshold Amount and
(ii) in all other cases, $1,000,000; (d) the filing of a notice of intent to terminate or the
treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e)
the institution by the PBGC of proceedings to terminate a Pension Plan, Multiemployer Plan or
Multiple Employer Plan; (f) any event or condition which is reasonably likely to constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,
any Pension Plan of any Borrower or any ERISA Affiliate; (g) except as set forth on Schedule
1.01C, the determination that any Pension Plan, Multiemployer Plan or Multiple Employer Plan is
considered an at-risk plan or a plan in
endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or
Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA,



16









 




upon any Borrower
or any ERISA Affiliate in excess of (i) in the case of the Automotive Industries Pension Trust Fund
(EIN # 94-1133245), Plan No. 001, the Threshold Amount and (ii) in all other cases, $1,000,000.




     “Eurodollar Rate” means,



     (a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal
to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or such
other commercially available source providing quotations of BBA LIBOR as may be designated by the
Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London
Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery
on the first day of such Interest Period) with a term equivalent to such Interest Period, or (ii)
if such rate is not available at such time for any reason, the rate per annum determined by the
Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of
such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being
made, continued or converted and with a term equivalent to such Interest Period would be offered by
Bank of America’s London Branch to major banks in the London interbank eurodollar market at their
request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement
of such Interest Period; and



     (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per
annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time determined two London
Banking Days prior to such date for Dollar deposits being delivered in the London interbank market
for a term of one month commencing that day or (ii) if such published rate is not available at such
time for any reason, the rate per annum determined by the Administrative Agent to be the rate at
which deposits in Dollars for delivery on the date of determination in same day funds in the
approximate amount of the Base Rate Loan being made or maintained with a term equal to one month
would be offered by Bank of America’s London Branch to major banks in the London interbank
eurodollar market at their request at the date and time of determination.



     A Loan bearing interest at the Eurodollar Rate may be (a) borrowed on a day other than the
first day of the applicable Interest Period and (b) repaid or converted to a different Type of Loan
on a day other than the last day of an Interest Period without giving rise to any additional
payment for “break funding” losses.



     “Eurodollar Rate Committed Loan” means a New Vehicle Committed Loan or a Used Vehicle
Committed Loan, as the context may require, that bears interest at a rate based on clause (a) of
the definition of “Eurodollar Rate.”



     “Eurodollar Rate Loan” means a Eurodollar Rate Committed Loan or a New Vehicle
Floorplan Swing Line Loan or a Used Vehicle Floorplan Swing Line Loan that bears interest at a rate
based on clause (a) of the definition of “Eurodollar Rate.”



     “Event of Default” means either a New Vehicle Event of Default or a Used Vehicle Event
of Default.



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     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any
other recipient of any payment to be made by or on account of any obligation of any Borrower
hereunder, (a) taxes imposed on or measured by its net income (however denominated), and franchise
taxes imposed on it, by the jurisdiction (or any political subdivision thereof) under the laws of
which such recipient is organized or in which its principal office is located or, in the case of
any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed
by the United States or any similar tax imposed by any other jurisdiction in which such Borrower is
located, (c) any backup withholding tax that is required by the Code to be withheld from amounts
payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii), and
(d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Company
under Section 10.13), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending
Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of
a Change in Law) to comply with Section 3.01(e)(ii), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office
(or assignment), to receive additional amounts from the applicable Borrower with respect to such
withholding tax pursuant to Section 3.01(a)(ii) or Section 3.01(c).



     “Existing Credit Agreement” has the meaning specified in the recitals hereto.



     “Facility Termination Date” means the date as of which all of the following shall have
occurred: (a) the Company and the other Borrowers shall have permanently terminated the credit
facilities under the Loan Documents by final payment in full of all Outstanding Amounts, together
with all accrued and unpaid interest and fees thereon; (b) all Commitments shall have terminated or
expired; and (c) the Company and each other Loan Party shall have fully, finally and irrevocably
paid and satisfied in full all of their respective Obligations and liabilities arising under the
Loan Documents, (except for future obligations consisting of continuing indemnities and other
contingent Obligations of the Company or any Loan Party that may be owing to the Administrative
Agent, the Revolving Administrative Agent, any of their respective Related Parties or any Lender
pursuant to the Loan Documents and expressly survive termination of the Credit Agreement or any
other Loan Document).



     “FASB ASC” means the Accounting Standards Codification of the Financial Accounting
Standards Board.



     “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that (a) if such day is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole
multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as
determined by the Administrative Agent.



18









 





     “Fleet Vehicle” means one of a large group of New Vehicles sold to a Person
(e.g., a rental car agency) which purchases in excess of ten (10) Vehicles per purchase
contract for commercial use.



     “Floorplan On-line System” has the meaning set forth in Section 2.05.



     “Foreign Lender” means with respect to any Borrower, any Lender that is organized
under the laws of a jurisdiction other than that in which such Borrower is resident for tax
purposes. For purposes of this definition, the United States, each State thereof and the District
of Columbia shall be deemed to constitute a single jurisdiction.



     “Foreign Person” means any Person that is organized under the laws of any jurisdiction
other than the District of Columbia or any of the states of the United States.



     “Framework Agreement” means a framework agreement, in each case between a Loan Party
and a manufacturer or distributor of New Vehicles.



     The term “franchise” when used with respect to any vehicle manufacturer or distributor
shall be deemed to include each dealership that is authorized by a Franchise Agreement to sell New
Vehicles manufactured or distributed by such manufacturer or distributor, whether or not such
dealership is expressly referred to as a franchise in the respective Franchise Agreement or
Framework Agreement.



     “Franchise Agreement” means a franchise agreement, in each case between a Loan Party
and a manufacturer or distributor of New Vehicles.



     “FRB” means the Board of Governors of the Federal Reserve System of the United States.



     “Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect
to the New Vehicle Swing Line Lender, such Defaulting Lender’s Applicable Percentage of New Vehicle
Floorplan Swing Line Loans other than New Vehicle Floorplan Swing Line Loans as to which (i) such
Defaulting Lender’s participation obligation has been reallocated pursuant to Section
2.21(a)(iv), or (ii) Cash Collateral acceptable to the New Vehicle Swing Line Lender shall have
been provided in accordance with Section 2.03, and (b) with respect to the Used Vehicle
Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Used Vehicle Floorplan Swing
Line Loans other than Used Vehicle Floorplan Swing Line Loans as to which (i) such Defaulting
Lender’s participation obligation has been reallocated pursuant to Section 2.21(a)(iv), or
(ii) Cash Collateral acceptable to the Used Vehicle Swing Line Lender shall have been provided in
accordance with Section 2.08.



     “Fund” means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its activities.



     “GAAP” means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting



19









 







Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date
of determination, consistently applied.



     “Governmental Authority” means the government of the United States or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).



     “Grantor” has the meaning specified in Section 2A.03.



     “Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise,
of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person, whether or
not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a
corresponding meaning.



     “Guaranties” means, collectively, the Company Guaranty and the Subsidiary Guaranty.



     “Guarantors” means, collectively, the Company and the Subsidiary Guarantors.



     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.



     “Indebtedness” means, as to any Person at a particular time, without duplication, all
of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:



20









 






     (a) all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;




     (b) all direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and
similar instruments;




     (c) net obligations of such Person under any Swap Contract;




     (d) all obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business and, in each
case, not past due for more than 60 days after the date on which such trade account payable
was created);




     (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not such indebtedness shall have been
assumed by such Person or is limited in recourse;




     (f) capital leases and Synthetic Lease Obligations;




     (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Equity Interest in such Person or any other Person,
valued, in the case of a redeemable preferred interest, at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends; and




     (h) all Guarantees of such Person in respect of any of the foregoing.



     For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such
date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed
to be the amount of Attributable Indebtedness in respect thereof as of such date.



     “Indemnified Taxes” means Taxes other than Excluded Taxes.



     “Indemnitees” has the meaning specified in Section 10.04(b).



     “Indenture Indebtedness” means, collectively or individually, as the context may
require, 2003-8.625% Indenture Indebtedness, 2009-5.0% Indenture Indebtedness, 2010-9.0% Indenture
Indebtedness and the related Permitted Indenture Refinancing Indebtedness, if any.



     “Indenture Prepayments” has the meaning specified in Section 7.15.



     “Information” has the meaning specified in Section 10.07.



21









 





     “Interest Payment Date” means the Automatic Debit Date of each calendar month.



     “Interest Period” means a period of approximately one month commencing on the first
Business Day of each month and ending on the first Business Day of the following month.



     “Internal Control Event” means a material weakness in, or fraud that involves
management or other employees who have a significant role in, the Company’s internal controls over
financial reporting, in each case as described in the Securities Laws.



     “Inventory” has the meaning given such term in Section 9-102 of the UCC.



     “Investment” means, as to any Person, any direct or indirect acquisition or investment
by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other
securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of debt of, or purchase or other acquisition of any other debt or equity participation
or interest in, another Person, including any partnership or joint venture interest in such other
Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other
Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions)
of assets of another Person that constitute a business unit. For purposes of covenant compliance,
the amount of any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.



     “IP Rights” has the meaning specified in Section 5.17.



     “IRS” means the United States Internal Revenue Service.



     “Joinder Agreement” means each Floorplan Joinder Agreement, substantially in the form
of Exhibit H, executed and delivered by a Subsidiary or any other Person to the
Administrative Agent and the Revolving Administrative Agent, for the benefit of the Secured
Parties, pursuant to Section 6.14.



     “Landlord Waiver” means, as to any leasehold interest of a Loan Party, a landlord
waiver and consent agreement executed by the landlord of such leasehold interest, in each case in
form and substance satisfactory to the Administrative Agent.



     “Last Reported Sale Price” of the Company’s Class A Common Stock on any date means, so
long as the Company’s Class A Common Stock is listed for trading on a U.S. national or regional
securities exchange on the relevant date, the closing sale price per share (or if no closing sale
price is reported, the average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average asked prices) on that date as reported in composite
transactions for the principal U.S. securities exchange on which the Class A Common Stock is
traded.



     “Laws” means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents
or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all
applicable



22









 







administrative orders, directed duties, licenses, authorizations and permits of, and
agreements with, any Governmental Authority, in each case whether or not having the force of law.



     “Lender” has the meaning specified in the introductory paragraph hereto and, as the
context requires, includes the New Vehicle Swing Line Lender and the Used Vehicle Swing Line
Lender.



     “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify the Company and the Administrative Agent.



     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest
or preferential arrangement in the nature of a security interest of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any easement, right of way or
other encumbrance on title to real property, and any financing lease having substantially the same
economic effect as any of the foregoing).



     “Loan” means a New Vehicle Floorplan Loan or a Used Vehicle Floorplan Loan, as the
context may require.



     “Loan Documents” means, collectively, this Agreement, each Note, each Payment
Commitment, the Security Agreement, each Joinder Agreement, each other Security Instrument, each
Guaranty, the Bank of America Letter, any Autoborrow Agreement and any agreement creating or
perfecting rights in Cash Collateral or other credit support pursuant to the provisions of Section
2.20 of this Agreement.



     “Loan Parties” means, collectively, the Company, each New Vehicle Borrower, each
Guarantor, each party executing the Security Agreement as a “Floorplan Subsidiary Grantor” and
each Person (other than the Administrative Agent, the Revolving Administrative Agent, any Lender,
any Silo Lender or any landlord executing a Landlord Waiver) executing any other Security
Instrument.



     “London Banking Day” means any day on which dealings in Dollar deposits are conducted
by and between banks in the London interbank eurodollar market.



     “Master Intercreditor Agreement” means that certain Amended and Restated Master
Intercreditor Agreement dated as of the date hereof among the Administrative Agent, the Revolving
Administrative Agent and the Silo Lenders and acknowledged by the Company on behalf of itself and
its Subsidiaries substantially in the form of Exhibit M, and the exhibits thereto, as such
agreement may be supplemented from time to time by execution and delivery of joinder agreements
thereto and revised exhibits in accordance with the terms thereof, and as otherwise supplemented,
amended or modified from time to time.



     “Material Adverse Effect” means (a) a material adverse effect on (i) the business,
assets, properties, liabilities (actual or contingent), operations or condition (financial or
otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the
Borrowers, the



23









 







Guarantors and the other Loan Parties, taken as a whole, to perform their respective
obligations under any Loan Document to which any of them is a party (unless such Borrower,
Guarantor or other Loan Party has repaid in full all of its respective Obligations and is no longer
a Loan Party in accordance with the terms of this Agreement and the other Loan Documents) or (b) an
adverse effect on the rights and remedies of the Administrative Agent, the Revolving Administrative
Agent (in its capacity as collateral agent for the Secured Parties) or the Lenders under the Loan
Documents.



     “Maturity Date” means August 15, 2016; provided that, in the event of a
Trigger Date (unless otherwise agreed to by the Required Lenders in their sole discretion), the
“Maturity Date” shall be accelerated to be the later of (x) such Trigger Date and (y) the date
which is ninety-two (92) days prior to the applicable Other Indebtedness Maturity Date or Put
Option Date giving rise to such Trigger Date (any such later date described in clause (x) or (y), a
“Springing Maturity Date” and any such ninety-two (92) day period referenced in clause (y),
a “92 Day Period”), except that, in the case of clause (y), if the Maturity Date Test
Amount is equal to or greater than $100,000,000 at any time after such initial Trigger Date but
prior to the start of such 92 Day Period (and for so long as such Maturity Date Test Amount is
equal to or greater than $100,000,000), the Springing Maturity Date shall not apply (the
“Springing Maturity Date Exception”), provided further that if any date determined
to be a “Maturity Date” or “Springing Maturity Date”, as the case may be, is not a Business Day,
such Maturity Date or Springing Maturity Date shall be the next preceding Business Day.



     “Maturity Date Test Amount” means, as of any date of measurement thereof, the sum of:
(a) the sum of (without duplication): (i) cash, cash equivalents and short-term marketable
securities reflected on the books of the Company and its Subsidiaries as of such date, in each case
not subject to any Lien (other than Liens created under the Loan Documents, the Floorplan Facility,
Permitted Silo Indebtedness or Permitted Third Party Service Loaner Indebtedness), (ii) the Net
Book Value of contracts-in-transit as of such date, in each case not subject to any Lien (other
than Liens created under the Loan Documents, the Floorplan Facility or Permitted Silo
Indebtedness), (iii) the Net Book Value of New Vehicles (other than Service Loaner Vehicles) as of
such date, (iv) the Net Book Value of Service Loaner Vehicles as of such date, (v) 75% of the Net
Book Value of Used Vehicles (net of Lien payoffs and purchases) as of such date, and (vi) the
Revolving Facility Liquidity Amount as of such date (without giving effect to any Revolving Advance
Limit L/C Reduction), minus (b) the sum of (without duplication) (i) the total outstanding
amount of Indebtedness under the New Vehicle Floorplan Facility (other than Indebtedness related to
the financing of Service Loaner Vehicles) as of such date, (ii) the total outstanding amount of
Permitted Silo Indebtedness for New Vehicle Inventory (other than Indebtedness related to the
financing of Service Loaner Vehicles) as of such date, (iii) the total outstanding amount of Used
Vehicle floorplan Indebtedness as of such date, and (iv) the total outstanding amount of
Indebtedness related to the financing of Service Loaner Vehicles under the New Vehicle Floorplan
Facility, Permitted Silo Indebtedness or Permitted Third Party Service Loaner Indebtedness as of
such date, minus (without duplication) (c) the outstanding
principal amount of the applicable Indenture Indebtedness or other Indebtedness subject to
such Other Indebtedness Maturity Date or Put Option Date.



24









 





     “Maturity Date Test Amount Certificate” means a certificate of a Responsible Officer
of the Company substantially in the form of Exhibit O setting forth a calculation of the
Maturity Date Test Amount.



     “Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been obligated to make
contributions.



     “Multiple Employer Plan” shall mean a Plan which has two or more contributing sponsors
(including the Company or any ERISA Affiliate) at least two of whom are not under common control,
as such a plan is described in Section 4064 of ERISA.



     “Net Book Value” means, (i) for any contract-in-transit, the net book value of such
contract-in-transit as reflected on the books of the Company in accordance with GAAP, (ii) with
respect to any calculation of Maturity Date Test Amount or Repurchase Test Amount, for any New
Vehicle or Used Vehicle, the net book value of such Vehicle as reflected on the books of the
Company in accordance with GAAP; provided that, in no event shall “Net Book Value” of any
asset described herein exceed the value of such asset reflected on the books of the Company and its
Subsidiaries, and (iii) for any Vehicle (for any purpose except the calculation of Maturity Date
Test Amount or Repurchase Test Amount, the net book value of such Vehicle as reflected on the books
of the Company in accordance with GAAP, after netting out (without limitation) (a) the cost of
payoff of any Lien (including any consumer Lien) on such Vehicle excluding the Lien of the
Administrative Agent under the Loan Documents and (b) reserves maintained in accordance with the
Company’s internal accounting policies.



     “Net Cash Proceeds” means, with respect to any Disposition by any Loan Party or any of
its Subsidiaries, the excess, if any, of:




     (i) the sum of cash and cash equivalents received in connection with such transaction
(including any cash or cash equivalents received by way of deferred payment pursuant to, or
by monetization of, a note receivable or otherwise, but only as and when so received) over




     (ii) the sum of




     (A) (1) any Indebtedness that is secured by the applicable asset and that is
required to be repaid in connection with such transaction (including any new or used
vehicle floorplan loans or any Permitted Real Estate Indebtedness required to be
repaid in connection therewith), and (2) any net obligations of such Person under
any Swap Contract that relates to such Indebtedness and is also required by the
terms of such Swap Contract to be repaid,




     (B) the reasonable and customary out-of-pocket expenses incurred by such Loan
Party or such Subsidiary in connection with such transaction, and




     (C) income taxes reasonably estimated to be actually payable within two years
of the date of the relevant transaction as a result of any gain recognized in



25









 







connection therewith; provided that, if the amount of any estimated taxes pursuant
to subclause (C) exceeds the amount of taxes actually required to be paid in cash in
respect of such Disposition, the aggregate amount of such excess shall constitute
Net Cash Proceeds.



     “New Vehicle” means a Vehicle which has never been owned except by a manufacturer,
distributor or dealer and (except in the case of Service Loaner Vehicles) has never been
registered, and (notwithstanding clause (c) of the definition of “Vehicle”) includes Rental
Vehicles, Demonstrators and Service Loaner Vehicles, in each case whether or not held for sale.



     “New Vehicle Borrower” has the meaning specified in the introductory paragraph hereto;
provided that, subject to Section 2.19(e), in no event shall a Foreign Person, an
Unrestricted Subsidiary or a Silo Subsidiary be a “New Vehicle Borrower”.



     “New Vehicle Borrower Notice” has the meaning specified in Section 2.19(b).



     “New Vehicle Event of Default” has the meaning specified in Section 8.03.



     “New Vehicle Floorplan Borrowing” means a New Vehicle Floorplan Committed Borrowing or
a New Vehicle Floorplan Swing Line Borrowing, as the context may require.



     “New Vehicle Floorplan Commitment” means, as to each Lender, its obligation to (a)
make New Vehicle Floorplan Committed Loans to the New Vehicle Borrowers pursuant to Section
2.01, and (b) purchase participations in New Vehicle Floorplan Swing Line Loans, in an
aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite
such Lender’s name on Schedule 2.01A or in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time
in accordance with this Agreement.



     “New Vehicle Floorplan Committed Borrowing” means a borrowing consisting of
simultaneous New Vehicle Floorplan Committed Loans of the same Type made by each of the New Vehicle
Floorplan Lenders pursuant to Section 2.01.



     “New Vehicle Floorplan Committed Loan” has the meaning specified in Section
2.01.



     “New Vehicle Floorplan Committed Loan Notice” means a notice of (a) a New Vehicle
Floorplan Committed Borrowing, or (b) a conversion of New Vehicle Floorplan Committed Loans from
one Type to the other, pursuant to Section 2.02, which, if in writing, shall be
substantially in the form of Exhibit A-1.



     “New Vehicle Floorplan Facility” means the new vehicle floorplan facility described in
Sections 2.01 through 2.05 providing for New Vehicle Floorplan Loans to the New
Vehicle Borrowers by the New Vehicle Floorplan Lenders.



     “New Vehicle Floorplan Lender” means each Lender that has a New Vehicle Floorplan
Commitment or, following termination of the New Vehicle Floorplan Commitments, has New Vehicle
Floorplan Loans outstanding.



26









 





     “New Vehicle Floorplan Loan” means an extension of credit by a New Vehicle Floorplan
Lender to a New Vehicle Borrower under Article II in the form of a New Vehicle Floorplan
Committed Loan or a New Vehicle Floorplan Swing Line Loan.



     “New Vehicle Floorplan Overdraft” has the meaning specified in Section 2.04.



     “New Vehicle Floorplan Swing Line” means the revolving credit facility made available
by the New Vehicle Floorplan Swing Line Lender pursuant to Section 2.03.



     “New Vehicle Floorplan Swing Line Borrowing” means a borrowing of a New Vehicle
Floorplan Swing Line Loan pursuant to Section 2.03.



     “New Vehicle Swing Line Lender” means Bank of America in its capacity as provider of
New Vehicle Floorplan Swing Line Loans, or any successor new vehicle swing line lender hereunder.



     “New Vehicle Floorplan Swing Line Loan” has the meaning specified in Section
2.03(a).



     “New Vehicle Floorplan Swing Line Loan Notice” means a notice of a New Vehicle
Floorplan Swing Line Borrowing pursuant to Section 2.03(b), which, if in writing, shall be
substantially in the form of Exhibit B-1(a) in the case of a New Vehicle Floorplan Swing
Line Borrowing and Exhibit B-1(b) in the case of a conversion of any New Vehicle Floorplan
Swing Line Loan from one Type to the other.



     “New Vehicle Floorplan Swing Line Sublimit” means an amount equal to the lesser of (a)
$65,000,000 and (b) the Aggregate New Vehicle Floorplan Commitments. The New Vehicle Floorplan
Swing Line Sublimit is part of, and not in addition to, the Aggregate New Vehicle Floorplan
Commitments.



     “Note” means a promissory note made by a Borrower or Borrowers, in favor of a Lender
evidencing Loans made by such Lender to such Borrower or Borrowers, as applicable, substantially in
the form of Exhibit C.



     “Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any
Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest and fees that accrue
after the commencement by or against any Loan Party or any Affiliate thereof of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.



     “Organization Documents” means, (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or



27









 







organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.



     “Other Indebtedness Maturity Date” means, (a) the maturity date of any Indenture
Indebtedness or (b) the maturity date of any Indebtedness of the Company or any of its Subsidiaries
which Indebtedness is in an outstanding principal amount greater than $35,000,000 on a consolidated
basis (other than Indebtedness under the Loan Documents).



     “Other Taxes” means all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.



     “Out of Balance” means, with respect to a New Vehicle Floorplan Loan, the outstanding
balance thereof has not been paid in accordance with Section 2.11(a)(iii).



     “Outstanding Amount” means (i) with respect to New Vehicle Floorplan Committed Loans
and New Vehicle Floorplan Swing Line Loans on any date, the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of New Vehicle
Floorplan Commitment Loans and New Vehicle Floorplan Swing Line Loans, as the case may be,
occurring on such date and (ii) with respect to Used Vehicle Floorplan Committed Loans and Used
Vehicle Floorplan Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments of repayments of Used Vehicle Floorplan
Committed Loans and Used Vehicle Floorplan Swing Line Loans, as the case may be, occurring on such
date.



     “Participant” has the meaning specified in Section 10.06(d).



     “Payment Commitment” means a written agreement entered into between the New Vehicle
Swing Line Lender and a vehicle manufacturer or distributor (and if required pursuant to the terms
of the Payment Commitment, the applicable Borrower), providing for advances of the proceeds of New
Vehicle Floorplan Swing Line Loans directly by the New Vehicle Swing Line Lender to such
manufacturer or distributor in payment for the purchase of New Vehicles by the applicable New
Vehicle Borrower.



     “Payoff Letter Commitment” means a written agreement entered into between the New
Vehicle Swing Line Lender and a financial institution (and if required pursuant to the terms of the
Payoff Letter Commitment, the applicable Borrower), which agreement is delivered in connection with
the payoff of floorplan financing provided by such financial institution and provides for advances
of the proceeds of New Vehicle Floorplan Swing Line Loans directly by the New Vehicle Swing Line
Lender to such financial institution in order to pay for or refinance the purchase of New Vehicles
by the applicable New Vehicle Borrower.



     “PBGC” means the Pension Benefit Guaranty Corporation.



     “Pension Act” shall mean the Pension Protection Act of 2006.



28









 





     “Pension Funding Rules” means the rules of the Code and ERISA regarding minimum
required contributions (including any installment payment thereof) to Pension Plans and set forth
in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412
of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter,
Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.



     “Pension Plan” means any employee pension benefit plan (other than a Multiple Employer
Plan or a Multiemployer Plan) that is maintained or is contributed to by any Borrower and any ERISA
Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Code.



     “Permitted Acquisition” means any Acquisition permitted by Section 7.12.



     “Permitted Disposition” means any Disposition permitted by Section 7.05.



     “Permitted Indenture Refinancing Indebtedness” means any refinancings, replacements,
refundings, renewals or extensions of the 2003-8.625% Indenture Indebtedness, the 2009-5.0%
Indenture Indebtedness, the 2010-9.0% Indenture Indebtedness or any Permitted Indenture Refinancing
Indebtedness, provided, that (i) the amount of such Indebtedness is not increased at the
time of such refinancing, replacement, refunding, renewal or extension (other than for the
reasonable fees, premiums or transaction costs incurred in connection with any such refinancing,
replacement, refunding, renewal or extension), (such refinancing, replacement, refunding, renewal
or extension being referred to hereafter as the “Applicable Refinancing”) and (ii) such
Indebtedness, after giving effect to the Applicable Refinancing, (A) is not secured by any property
of the Company or any Subsidiary, (B) does not have any obligor or guarantor other than the
obligors or guarantors of such Indebtedness prior to the Applicable Refinancing, (C) does not have
a maturity, and does not require any principal payments (whether by scheduled installment,
mandatory prepayment or redemption, or the exercise of any put right), earlier than two (2) years
following the Maturity Date, (D) has terms (including terms of maturity and amortization) that are
typical for indebtedness of such type issued at such time and such terms (other than applicable
rates of interest) are otherwise no more restrictive, or less advantageous to the Lenders, than the
Loan Documents or are otherwise on terms satisfactory to the Administrative Agent, (E) in the case
of the 2010-9.0% Indenture Indebtedness or any Permitted Indenture Refinancing Indebtedness
thereof, (1) is subordinated to the Obligations contained herein in a manner reasonably acceptable
to the Administrative Agent or has subordination terms
substantially similar to those in the 2010-9.0% Indenture and (2) has customary standstill and
blockage provisions with regard to payments and enforcement actions, and (iii) after giving effect
to the issuance of such Indebtedness, (A) no Event of Default shall have occurred and be continuing
or would occur as a result thereof and (B) all other requirements set forth in Section
7.03(h), (i) or (j), as applicable, shall have been met.



     “Permitted Real Estate Indebtedness” means Indebtedness of the Company or a Subsidiary
owing to non-Affiliated Persons secured solely by Liens on Permitted Real Estate Indebtedness
Collateral so long as the amount of such Indebtedness (as measured for any specified real property
parcel and improvements (if any) financed thereby) is no greater than eighty-five percent (85%) of
the value of such parcel and improvements set forth in an appraisal thereof prepared by a member of
the Appraisal Institute and an independent appraisal firm



29









 







satisfactory to the Administrative Agent
and commissioned in connection with such financing, a copy of which such appraisal has been
provided to the Administrative Agent upon its request.



     “Permitted Real Estate Indebtedness Collateral” means, with respect to any particular
Permitted Real Estate Indebtedness, the applicable real property used (at the time of the
incurrence of such Permitted Real Estate Indebtedness) by a Subsidiary of the Company for the
operation of a vehicle dealership or a business ancillary thereto, together with related real
property rights, improvements, fixtures (other than trade fixtures), insurance payments, leases and
rents related thereto and proceeds thereof.



     “Permitted Silo Guaranty” means, with respect to any Permitted Silo Indebtedness
provided by any Silo Lender, the guaranty of such Indebtedness by (a) the Company or (b) any
Subsidiary that operates one or more dealerships at which New Vehicle floorplan financing is
provided by such Silo Lender.



     “Permitted Silo Indebtedness” means Indebtedness (including Permitted Silo Guaranties
but excluding Indebtedness provided pursuant to the Floorplan Credit Agreement) incurred from time
to time by any of the Company’s current or future Subsidiaries consisting of floorplan financing
for New Vehicles or Used Vehicles provided by financial institutions or manufacturer-affiliated
finance companies (“Silo Lenders”) to such Subsidiaries, provided that (i) with
respect to financing of Used Vehicles, the proceeds of such financing are used for purchasing and
carrying Used Vehicles, (ii) such indebtedness is secured by, in the case of Silo Lenders providing
New Vehicle floorplan financing or New Vehicle and Used Vehicle floorplan financing, a lien on
certain assets of such Subsidiaries (including New Vehicles and Used Vehicles financed (including
related contracts-in-transit) and the proceeds thereof and certain general intangibles, but
excluding real property and fixtures (other than trade fixtures)), and (iii) such Silo Lender is a
party to and bound by the Master Intercreditor Agreement; provided that, Permitted Silo
Indebtedness provided by a Silo Lender may be cross-collateralized with other Permitted Silo
Indebtedness provided by such Silo Lender.



     “Permitted Third Party Service Loaner Indebtedness” means Indebtedness incurred from
time to time by any of the Company’s current or future Subsidiaries consisting of financing for
Service Loaner Vehicles, which financing is provided by manufacturers, manufacturer affiliated
finance companies or other Persons (excluding Floorplan Lenders and Silo Lenders) to the Company or
such Subsidiary (“Service Loaner Lenders”) so long as (i) such indebtedness is
secured solely by a Lien on said Service Loaner Vehicles so financed by the respective Service
Loaner Lenders and the proceeds of such Service Loaner Vehicles, and (ii) in the event any Uniform
Commercial Code financing statement related to such Indebtedness reflects any assets of such
Subsidiary other than said Service Loaner Vehicles so financed by the respective Service Loaner
Lenders and the proceeds of such Service Loaner Vehicles, the Company has used commercially
reasonable efforts to obtain an intercreditor agreement executed by such applicable Service Loaner
Lender, which intercreditor agreement (x) is in form and substance reasonably satisfactory to the
Administrative Agent, (y) acknowledges that such Indebtedness is secured solely by a Lien on said
Service Loaner Vehicles so financed and the proceeds thereof and (z) does not conflict with or
violate the terms of the Master Intercreditor Agreement.



30









 





     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



     “Plan” shall mean any employee benefit plan within the meaning of Section 3(3) of
ERISA (generally including a Pension Plan, but excluding a Multiemployer Plan and Multiple Employer
Plan), maintained by the Company or, in the case of a Pension Plan, by an ERISA Affiliate, for
employees of the Company or any ERISA Affiliate.



     “Platform” has the meaning specified in Section 6.02.



     “Pro Forma Compliance” means, (i) with respect to any event other than as set forth in
clause (ii) below, that the Company and its Subsidiaries are in pro forma compliance with the
financial covenants set forth in Section 7.11 and the Used Vehicle Borrowing Base, as
applicable, in each case calculated as if the event with respect to which Pro Forma Compliance is
being tested had occurred on the first day of each relevant period with respect to which current
compliance with such financial covenant and Used Vehicle Borrowing Base would be determined (for
example, in the case of a financial covenant based on Consolidated EBITDAR, as if such event had
occurred on the first day of the four fiscal quarter period ending on the last day of the most
recent fiscal quarter in respect of which financial statements have been delivered pursuant to
Section 6.01(a) or (b)) and (ii) with respect to any Restricted Payment or
Indenture Prepayment to be made on any date (any such date, an “Applicable Date”) as
contemplated by Section 7.06(e), Section 7.06(f) or Section 7.15, that the
Company and its Subsidiaries will be in pro forma compliance with the financial covenants set forth
in Section 7.11 and the Repurchase Test Amount requirements set forth in Section
7.06(f) and 7.15, in each case as of the last day of the fiscal quarter which includes
the Applicable Date as well as the last day of each of the three fiscal quarters succeeding the
fiscal quarter containing the Applicable Date, in each case (x) calculated as if such Restricted
Payment or Indenture Prepayment had occurred on the first day of the fiscal quarter which includes
the Applicable Date and (y) based on projected financial statements delivered to the Administrative
Agent and approved by the Administrative Agent in its sole discretion and which do not reflect
material changes in growth or turnover assumptions of trading assets or accounts payable as
compared to the most recent financial statements delivered pursuant to Sections 6.01(a) or
(b). Pro forma calculations made pursuant to this definition that require calculations of
Consolidated EBITDAR on a pro forma basis will be made in accordance with Section 1.04(d).



     “Pro Forma Used Vehicle Borrowing Base Certificate” means, with respect to any event,
a duly completed Used Vehicle Borrowing Base Certificate demonstrating Pro Forma Compliance for
such event.



     “Pro Forma Compliance Certificate” means, with respect to any event, a duly completed
Compliance Certificate demonstrating Pro Forma Compliance for such event.



     “Public Lender” has the meaning specified in Section 6.02.



     “Put Option” means an option of the holders of any Indenture Indebtedness to require
the Company to purchase such Indenture Indebtedness.



31









 





     “Put Option Date” means the date the holders of any Indenture Indebtedness have the
right to exercise a Put Option.



     “Register” has the meaning specified in Section 10.06(c).



     “Registered Public Accounting Firm” has the meaning specified in the Securities Laws
and shall be independent of the Company as prescribed in the Securities Laws.



     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents, trustees and advisors of such Person and of such
Person’s Affiliates.



     “Removed Franchise” has the meaning specified in Section 2.19(e).



     “Rental Vehicle” means a New Vehicle less than two years old owned by a New Vehicle
Borrower and purchased directly from a manufacturer as a New Vehicle and that is used as a service
loaner vehicle or is periodically subject to a rental contract with customers of the New Vehicle
Borrower for loaner or rental periods of up to thirty (30) consecutive days or is used by
dealership personnel in connection with parts and service operations.



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the 30 day notice period has been waived.



     “Repurchase Test Amount” means, as of any date of measurement thereof, (a) the sum of
(without duplication): (i) cash, cash equivalents and short-term marketable securities reflected on
the books of the Company and its Subsidiaries as of such date, in each case not subject to any Lien
(other than Liens created under the Loan Documents, the Floorplan Facility, Permitted Silo
Indebtedness or Permitted Third Party Service Loaner Indebtedness), (ii) the Net Book Value of
contracts-in-transit as of such date, in each case not subject to any Lien (other than Liens
created under the Loan Documents, the Floorplan Facility or Permitted Silo Indebtedness), (iii) the
Net Book Value of New Vehicles (other than Service Loaner Vehicles) as of such date, (iv) the Net
Book Value of Service Loaner Vehicles as of such date, (v) 75% of the Net Book Value of Used
Vehicles (net of Lien payoffs and purchases) as of such date, and (vi) the Revolving Facility
Liquidity Amount as of such date, minus (b) the sum of (without duplication) (i) the total
outstanding amount of Indebtedness under the New Vehicle Floorplan Facility (other than
Indebtedness related to the financing of Service Loaner Vehicles) as of such date, (ii) the
total outstanding amount of Permitted Silo Indebtedness for New Vehicle Inventory (other than
Indebtedness related to the financing of Service Loaner Vehicles) as of such date, (iii) the total
outstanding amount of Used Vehicle floorplan Indebtedness as of such date, and (iv) the total
outstanding amount of Indebtedness related to the financing of Service Loaner Vehicles under the
New Vehicle Floorplan Facility, Permitted Silo Indebtedness and Permitted Third Party Service
Loaner Indebtedness as of such date, minus (c) the aggregate amount of (x) the outstanding
principal amount of the applicable Indenture Prepayments the Company intends in good faith to make
in the fiscal quarter that includes such date of measurement and (y) the amount of Restricted
Payments described in Section 7.06(f) the Company intends in good faith to make in the
fiscal quarter that includes such date of measurement, in each case, as evidenced to the reasonable
satisfaction of the Administrative Agent.



32









 





     “Repurchase Test Amount Certificate” means a certificate of a Responsible Officer of
the Company substantially in the form of Exhibit P setting forth a calculation of the
Repurchase Test Amount.



     “Request for Borrowing” means (a) with respect to a New Vehicle Floorplan Committed
Borrowing, or conversion of a New Vehicle Floorplan Committed Loans, a New Vehicle Floorplan
Committed Loan Notice, (b) with respect to a New Vehicle Floorplan Swing Line Loan, or conversion
of New Vehicle Floorplan Swing Line Loans, a New Vehicle Floorplan Swing Line Loan Notice, (c) with
respect to a Used Vehicle Floorplan Committed Borrowing, or conversion of Used Vehicle Floorplan
Committed Loans, a Used Vehicle Floorplan Committed Loan Notice, and (d) with respect to a Used
Vehicle Floorplan Swing Line Loan, or conversion of Used Vehicle Floorplan Swing Line Loans, a Used
Vehicle Floorplan Swing Line Loan Notice.



     “Required Financial Information” has the meaning specified in the definition of
“Restricted Subsidiary”.



     “Required Lenders” means, as of any date of determination, at least three (3) Lenders
whose Applicable Percentages aggregate at least 50% of the Aggregate Commitments, or, (i) if there
are three (3) Lenders on such date of determination, “Required Lenders” shall mean at least two (2)
Lenders whose Applicable Percentages aggregate at least 50% of the Aggregate Commitments, (ii) if
there is one (1) Lender on such date of determination, “Required Lenders” shall mean such Lender,
(iii) if the commitment of each Lender under an Applicable Facility to make Loans have been
terminated pursuant to Section 8.02 or 8.04, the Commitments under such Applicable
Facility shall be calculated based on the Total New Vehicle Floorplan Outstandings or Total Used
Vehicle Floorplan Outstandings (as the case may be) with respect to such Applicable Facility (with
the aggregate amount of each Lender’s risk participation and funded participation in New Vehicle
Floorplan Swing Line Loans and Used Vehicle Floorplan Swing Line Loans, as applicable, being deemed
“held” by such Lender for purposes of this definition), (iv) the Commitment of, and the portion of
the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes
of making a determination of Required Lenders, and (v) in the event that at the time of such
determination any New Vehicle Floorplan Overdraft is outstanding, each of (x) the Aggregate
Commitments and the Total New Vehicle Floorplan Outstandings, and (y) the Commitment of or Total
New Vehicle Floorplan
Outstandings held by the New Vehicle Swing Line Lender (as the case may be), shall be deemed
for purposes of this determination to be increased in the amount of such outstanding New Vehicle
Floorplan Overdraft.



     “Required New Vehicle Floorplan Lenders” means, as of any date of determination, at
least three (3) New Vehicle Floorplan Lenders whose Applicable New Vehicle Floorplan Percentages
aggregate at least 50% of the Aggregate New Vehicle Floorplan Commitments, provided that,
(i) if there are three (3) New Vehicle Floorplan Lenders on such date of determination, “Required
New Vehicle Floorplan Lenders” shall mean at least two (2) New Vehicle Floorplan Lenders
whose Applicable New Vehicle Floorplan Percentages aggregate at least 50% of the Aggregate New
Vehicle Floorplan Commitments, (ii) if there is one (1) New Vehicle Floorplan Lender on such date
of determination, “Required New Vehicle Floorplan Lenders” shall mean such Lender, and (iii) if the
commitment of each New Vehicle Floorplan



33









 







Lender to make New Vehicle Floorplan Loans has been
terminated pursuant to Section 8.02, the New Vehicle Floorplan Commitments shall be
calculated based on the Total New Vehicle Floorplan Outstandings (with the aggregate amount of each
Lender’s risk participation and funded participation in New Vehicle Floorplan Swing Line Loans
being deemed “held” by such Lender for purposes of this definition); provided
further that the New Vehicle Floorplan Commitment of, and the portion of the Total New
Vehicle Floorplan Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required New Vehicle Floorplan Lenders.



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



     “Responsible Officer” means the chief executive officer, president, chief financial
officer, chief accounting officer, treasurer or assistant treasurer of a Loan Party and, solely for
purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary
or assistant secretary. Any document delivered hereunder that is signed by a Responsible Officer
of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Loan Party and such Responsible Officer shall
be conclusively presumed to have acted on behalf of such Loan Party.



     “Restricted Manufacturer” has the meaning specified in Section 2.01.



     “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any capital stock or other Equity Interest of the
Company or any Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on
account of any return of capital to the stockholders, partners or members (or the equivalent Person
thereof) of the Company or any Subsidiary.



     “Restricted Subsidiary” means each direct or indirect Subsidiary of the Company that
(i) has total assets (including Equity Interests in other Persons) of equal to or greater than
$2500 (calculated as of the most recent fiscal period with respect to which the Administrative
Agent shall have received financial statements required to be delivered pursuant to Sections
6.01(a) or
(b) (or if prior to delivery of any financial statements pursuant to such Sections,
then calculated based on the Audited Financial Statements) (the “Required Financial
Information”)), or (ii) has revenues (on a consolidated basis with its Subsidiaries) equal to
or greater than $2500 for a period of four consecutive fiscal quarters (calculated for the most
recent four fiscal quarter period for which the Administrative Agent has received the Required
Financial Information); provided, however, that notwithstanding the foregoing, the term
“Restricted Subsidiaries” shall also include any Subsidiaries designated as “Restricted
Subsidiaries” pursuant to the definition of “Unrestricted Subsidiaries”.



     “Revolving Administrative Agent” means, as applicable, Bank of America (in its
capacity as the administrative agent under the Revolving Credit Agreement or any successor
administrative agent under the Revolving Credit Agreement) serving as the collateral agent on
behalf of the Secured Parties under the Loan Documents.



34









 





     “Revolving Credit Agreement” means that certain Second Amended and Restated Credit
Agreement dated as of the date hereof among the Company, the Revolving Administrative Agent and the
Revolving Lenders, as amended, supplemented or otherwise modified from time to time.



     “Revolving Credit Facility” means the revolving credit facility described in the
Revolving Credit Agreement providing for revolving loans to the Company by the Revolving Lenders.



     “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.



     “Revolving Facility Loan” means a loan by a Revolving Lender to the Company under the
Revolving Credit Agreement.



     “Revolving Lender” means each lender that has a commitment under the Revolving Credit
Facility or, following termination of such commitments, has Revolving Facility Loans outstanding.



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



     “Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.



     “SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.



     “Secured Parties” means, collectively, with respect to each of the Security
Instruments, the Revolving Administrative Agent (in its capacity as collateral agent under the
Loan Documents), the Administrative Agent and the Lenders.



     “Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of
1934, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and
practices promulgated, approved or incorporated by the SEC or the Public Company Accounting
Oversight Board, as each of the foregoing may be amended and in effect on any applicable date
hereunder.



     “Security Agreement” means that certain Second Amended and Restated Security Agreement
dated as of the Closing Date among the Company, each other Loan Party, the Administrative Agent and
the Revolving Administrative Agent, substantially in the form of Exhibit J attached hereto,
as supplemented from time to time by the execution and delivery of Joinder Agreements pursuant to
Section 6.14, and as otherwise supplemented, amended, or modified from time to time.



     “Security Instruments” means, collectively or individually as the context may
indicate, the Security Agreement, any Joinder Agreement, the Master Intercreditor Agreement, any



35









 







Landlord Waiver, and all other agreements (including control agreements), instruments and other
documents, whether now existing or hereafter in effect, pursuant to which the Company, any other
Loan Party, or any other Person shall grant or convey to the Revolving Administrative Agent or the
Administrative Agent, for the benefit of the Secured Parties, a Lien in, or any other Person shall
acknowledge any such Lien in, property as security for all or any portion of the Obligations and
any other obligation under any Loan Document.



     “Service Loaner Lenders” has the meaning specified in the definition of “Permitted
Third Party Service Loaner Indebtedness.”



     “Service Loaner Vehicles” means vehicles which are provided as service loaner vehicles
for customers of a Subsidiary that are having their vehicles serviced by such Subsidiary.



     “Silo Financing Commencement Date” has the meaning specified in Section
2.11(a)(iii)(C).



     “Silo Lenders” has the meaning specified in the definition of “Permitted Silo
Indebtedness.”



     “Silo Subsidiaries” means, those Subsidiaries (other than Dual Subsidiaries) from time
to time obligated pursuant to Permitted Silo Indebtedness as permitted pursuant to the terms of
this Agreement, which such Subsidiaries as of the Closing Date are set forth on Schedule
1.01A. The Company may designate other Subsidiaries as Silo Subsidiaries from time to time in
accordance with Sections 2.19(e) and 7.16.



     “Solvent” means, when used with respect to any Person, that at the time of
determination:




     (a) the fair value of its assets (both at fair valuation and at present fair saleable
value on an orderly basis) is in excess of the total amount of its liabilities, including
contingent obligations; and




     (b) it is then able and expects to be able to pay its debts as they mature; and




     (c) it has capital sufficient to carry on its business as conducted and as proposed to
be conducted.



     “Springing Maturity Date” has the meaning specified in the definition of “Maturity
Date.”



     “Springing Maturity Date Exception” has the meaning specified in the definition of
“Maturity Date.”



     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise



36









 







specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of the Company and shall include, without limitation, the Unrestricted
Subsidiaries.



     “Subsidiary Guarantors” means, collectively, all Subsidiaries executing a Subsidiary
Guaranty on the Closing Date and other Subsidiaries that enter into a Joinder Agreement.



     “Subsidiary Guaranty” means the Amended and Restated Subsidiary Guaranty Agreement
made by the Subsidiary Guarantors in favor of the Administrative Agent and the Lenders,
substantially in the form of Exhibit F as supplemented from time to time by execution and
delivery of Joinder Agreements pursuant to Section 6.14 and as otherwise supplemented,
amended, or modified from time to time.



     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.



     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b)
for any date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or
other readily available quotations provided by any recognized dealer in such Swap Contracts (which
may include a Lender or any Affiliate of a Lender).



     “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or
possession of property creating obligations that do not appear on the balance sheet of such Person
but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).



     “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.



37









 





     “Temporary Excess Cash” means cash proceeds received by the Company from the issuance
of Additional Indebtedness permitted by Section 7.03(k) or (l) or Permitted
Indenture Refinancing Indebtedness permitted by Section 7.03(h), (i) or
(j), which cash (as set forth in a notice delivered by the Company to the Administrative
Agent within five (5) Business Days of the Company’s receipt of such cash proceeds) is intended by
the Company to be applied to the prepayment or purchase (whether by open market purchase or
pursuant to a tender offer) of Indenture Indebtedness, but has not yet been so applied solely
because the Company has not completed such prepayment, repurchase or refinancing, so long as such
cash is so applied within six (6) months of receipt thereof.



     “Temporary Indebtedness” means Indenture Indebtedness the Company intends to repay
(whether by open market purchase or pursuant to a tender offer) using cash proceeds received by the
Company from the issuance of Additional Indebtedness permitted by Section 7.03(k) or
(l) or Permitted Indenture Refinancing Indebtedness permitted by Section 7.03(h),
(i) or (j); provided that, such applicable Indenture Indebtedness shall only
qualify as “Temporary Indebtedness” for so long as such cash proceeds qualify as “Temporary Excess
Cash”.



     “Threshold Amount” means $20,000,000.



     “Total New Vehicle Floorplan Outstandings” means the aggregate Outstanding Amount of
all New Vehicle Floorplan Loans.



     “Total Outstandings” means the aggregate of the Total New Vehicle Floorplan
Outstandings and Total Used Vehicle Floorplan Outstandings.



     “Total Used Vehicle Floorplan Outstandings” means the aggregate Outstanding Amount of
all Used Vehicle Floorplan Loans.



     “Trading Day” means, so long as the Class A Common Stock (or other security for which
a closing sale price must be determined) is listed or traded, a day on which (i) (A) if the Class A
Common Stock is listed on the New York Stock Exchange, trading in the Class A Common
Stock generally occurs on The New York Stock Exchange, or (B) if the Class A Common Stock is
not then listed on The New York Stock Exchange, trading in the Class A Common Stock generally
occurs on the principal other United States national or regional securities exchange on which the
Class A Common Stock is then listed, and (ii) a Last Reported Sale Price for the Class A Common
Stock is available on such securities exchange or market.



     “Trigger Date” means any date upon which either the conditions in clause (a)
or (b) below are met:



     (a) any day on which both of the following are met:




     (i) such day occurs during the six (6) month period prior to any Other Indebtedness
Maturity Date, and




     (ii) the Maturity Date Test Amount on such day is less than $100,000,000, or



     (b) any day on which all of the following are met:



38









 






     (i) such day occurs during the six (6) month period prior to any Put Option Date,




     (ii) on at least twenty (20) of the thirty (30) Trading Days immediately preceding such
day the average Last Reported Sale Price of the Company’s Class A Common Stock was less than
130% of the Conversion Price set forth in the applicable documentation related to the
Indenture Indebtedness subject to such Put Option, and




     (iii) the Maturity Date Test Amount on such day is less than $100,000,000.



     “Type” means, with respect to a Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.



     “UCC” means the Uniform Commercial Code then in effect in the state of North Carolina
or, if the context so indicates, another applicable jurisdiction.



     “United States” and “U.S.” mean the United States of America.



     “Unrestricted Subsidiaries” means all Subsidiaries of the Company other than the
Restricted Subsidiaries; provided that in no event shall the Unrestricted Subsidiaries as a
whole have more than $100,000 in total assets or more than $100,000 in total revenues for a period
of four consecutive fiscal quarters (in each case) calculated as of the most recent four fiscal
quarter period for which the Administrative Agent has received the Required Financial Information;
and if either such threshold is exceeded, the Company shall immediately designate one or more such
Subsidiaries to be “Restricted Subsidiaries” and deliver to the Administrative Agent all documents
specified in Section 6.14 for such Subsidiaries, so that after giving effect to such
designation, the remaining Unrestricted Subsidiaries shall satisfy such requirements.



     “Used Vehicle” means a Vehicle other than a New Vehicle.



     “Used Vehicle Borrowing Base” means, as of any date of calculation, 75% of the Net
Book Value of Eligible Used Vehicle Inventory.



     “Used Vehicle Borrowing Base Certificate” means a certificate by a Responsible Officer
of the Company, substantially in the form of Exhibit I (or another form acceptable to the
Administrative Agent) setting forth the calculation of the Used Vehicle Borrowing Base, including a
calculation of each component thereof, all in such detail as shall be reasonably satisfactory to
the Administrative Agent. All calculations of the Used Vehicle Borrowing Base in connection with
the preparation of any Used Vehicle Borrowing Base Certificate shall originally be made by the
Company and certified to the Administrative Agent; provided, that the Administrative Agent
shall have the right to review and adjust, in the exercise of its reasonable credit judgment, any
such calculation to the extent that such calculation is not in accordance with this Agreement.



     “Used Vehicle Event of Default” has the meaning specified in Section 8.01.



     “Used Vehicle Floorplan Borrowing” means a Used Vehicle Floorplan Committed Borrowing
or a Used Vehicle Floorplan Swing Line Borrowing, as the context may require.



39









 





     “Used Vehicle Floorplan Commitment” means, as to each Lender, its obligation to (a)
make Used Vehicle Floorplan Committed Loans to the Company pursuant to Section 2.06, and
(b) purchase participations in Used Vehicle Floorplan Swing Line Loans, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name
on Schedule 2.01A or in the Assignment and Assumption pursuant to which such Lender becomes
a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with
this Agreement.



     “Used Vehicle Floorplan Committed Borrowing” means a borrowing consisting of
simultaneous Used Vehicle Floorplan Committed Loans of the same Type made by each of the Used
Vehicle Floorplan Lenders pursuant to Section 2.06.



     “Used Vehicle Floorplan Committed Loan” has the meaning specified in Section
2.06.



     “Used Vehicle Floorplan Committed Loan Notice” means a notice of (a) a Used Vehicle
Floorplan Committed Borrowing, or (b) a conversion of Used Vehicle Floorplan Committed Loans from
one Type to the other, pursuant to Section 2.07(a), which, if in writing, shall be
substantially in the form of Exhibit A-2.



     “Used Vehicle Floorplan Facility” means the used vehicle floorplan facility described
in Sections 2.06 through 2.08 providing for Used Vehicle Floorplan Loans to the
Company by the Used Vehicle Floorplan Lenders.



     “Used Vehicle Floorplan Loan” means an extension of credit by a Used Vehicle Floorplan
Lender to the Company under Article II in the form of a Used Vehicle Floorplan Committed
Loan or a Used Vehicle Floorplan Swing Line Loan.



     “Used Vehicle Floorplan Lender” means each Lender that has a Used Vehicle Floorplan
Commitment or, following termination of the Used Vehicle Floorplan Commitments, has Used Vehicle
Floorplan Loans outstanding.



     “Used Vehicle Floorplan Swing Line” means the revolving credit facility made available
by the Used Vehicle Floorplan Swing Line Lender pursuant to Section 2.08.



     “Used Vehicle Floorplan Swing Line Borrowing” means a borrowing of a Used Vehicle
Floorplan Swing Line Loan pursuant to Section 2.08.



     “Used Vehicle Swing Line Lender” means Bank of America in its capacity as provider of
Used Vehicle Floorplan Swing Line Loans, or any successor used vehicle swing line lender hereunder.



     “Used Vehicle Floorplan Swing Line Loan” has the meaning specified in Section
2.08(a).



     “Used Vehicle Floorplan Swing Line Loan Notice” means a notice of a Used Vehicle
Floorplan Swing Line Borrowing pursuant to Section 2.08(b), which, if in writing, shall be
substantially in the form of Exhibit B-2.



40









 





     “Used Vehicle Floorplan Swing Line Sublimit” means an amount equal to the lesser of
(a) $30,000,000 and (b) the Aggregate Used Vehicle Floorplan Commitments. The Used Vehicle
Floorplan Swing Line Sublimit is part of, and not in addition to, the Aggregate Used Vehicle
Floorplan Commitments.



     “Vehicle” means an automobile or truck with a gross vehicle weight of less than 16,000
pounds which satisfies the following requirements: (a) the vehicle is owned by a Grantor free of
any title defects or any liens or interests of others except (i) the security interest in favor of
the Revolving Administrative Agent for the benefit of the Secured Parties, (ii) the security
interest in favor of the Revolving Administrative Agent for the benefit of the Secured Parties (as
defined in the Revolving Credit Agreement), (iii) the security interests subject to the Master
Intercreditor Agreement and (iv) other Liens to which the Administrative Agent consents in writing
in its sole discretion; (b) except as set forth in Section 6.13, the vehicle is located at
one of the locations identified in Schedule 6.13; (c) the vehicle is held for sale in the
ordinary course of a Grantor’s business and is of good and merchantable quality; and (d) the
vehicle is not a commercial truck designated as Class 4 or above by the U.S. Department of
Transportation, Federal Highway Administration.



     “Vehicle Title Documentation” has the meaning specified in Section 6.05.



     “Within Line Limitation” means,



     (a) with respect to any New Vehicle Borrower, any dealer location and any specific vehicle
manufacturer or distributor, as applicable, limitations on the amount of New Vehicle Floorplan
Loans that may be advanced to such manufacturer or distributor with respect to New Vehicles
purchased or to be purchased by such New Vehicle Borrower for such dealer location, or



     (b) with respect to any New Vehicle Borrower, any dealer location and any specific vehicle
manufacturer or distributor, as applicable, and Demonstrators, Rental Vehicles and Fleet Vehicles,
limitations on the amount of New Vehicle Floorplan Loans that may be advanced to such manufacturer
or distributor with respect to Demonstrators, Rental Vehicles and Fleet Vehicles purchased or to be
purchased by such New Vehicle Borrower for such dealer location,


which limitations (in each case) are agreed to from time to time by the New Vehicle Swing Line
Lender and such distributor or manufacturer from time to time.




     “92 Day Period” has the meaning specified in the definition of “Maturity Date.”



     “2003-8.625% Indenture” means the Indenture dated as of August 12, 2003 between the
Company, the guarantors set forth therein and U.S. Bank National Association, as Trustee.



     “2003-8.625% Indenture Indebtedness” means, collectively or individually, as the
context may require, Indebtedness of the Company or any of its Subsidiaries incurred or outstanding
under the 2003-8.625% Indenture and any 2003-8.625% Indenture Notes.



     “2003-8.625% Indenture Notes” means (i) the 8.625% Senior Notes due 2013 issued by the
Company prior to the date hereof in (i) an initial aggregate principal amount of $200,000,000



41









 







and
(ii) an additional principal amount of $75,000,000, in each case issued under the 2003-8.625%
Indenture. The aggregate outstanding principal amount of the 2003-8.625% Indenture Notes as of the
Closing Date is $42,900,000.



     “2009-5.0% Indenture” means the Indenture dated as of September 23, 2009 between the
Company, the guarantors set forth therein and U.S. Bank National Association, as Trustee.



     “2009-5.0% Indenture Indebtedness” means, collectively or individually, as the context
may require, Indebtedness of the Company or any of its Subsidiaries incurred or outstanding under
the 2009-5.0% Indenture and the 2009-5.0% Indenture Notes.



     “2009-5.0% Indenture Notes” means (i) the 5.0% Convertible Senior Notes due 2029
issued by the Company prior to the date hereof pursuant to the First Supplemental Indenture to the
2009-5.0% Indenture in an aggregate principal amount not to exceed $172,500,000. The aggregate
outstanding principal amount of the 2009-5.0% Indenture Notes as of Closing Date is $172,500,000.



     “2010-9.0% Indenture” means the Indenture dated as of March 12, 2010 between the
Company, the guarantors set forth therein and U.S. Bank National Association, as Trustee.



     “2010-9.0% Indenture Indebtedness” means, collectively or individually, as the context
may require, Indebtedness of the Company or any of its Subsidiaries incurred or outstanding under
the 2010-9.0% Indenture and the 2010-9.0% Indenture Notes.



     “2010-9.0% Indenture Notes” means the 9.0% Senior Subordinated Notes due 2018 issued
by the Company prior to the date hereof in an initial aggregate principal amount of
$210,000,000. The aggregate outstanding principal amount of the 2010-9.0% Indenture Notes as
of the Closing Date is $210,000,000.



     1.03 Other Interpretive Provisions. With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document:



     (a) The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” The word
“will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including any Organization Document) shall be construed as referring
to such agreement, instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein or in any other Loan Document); provided that, any reference to a defined
term in any such agreement, instrument or other document (including the Revolving Credit Agreement)
which has been terminated shall have the meaning set forth in such document immediately prior to
such termination, (ii) any reference herein to any Person shall be construed to include such
Person’s successors and assigns, (iii) the words “hereto,” “herein,”
“hereof” and “hereunder,” and words of similar import when used in any Loan
Document, shall be construed to refer to such Loan Document in its entirety and not to any
particular provision thereof, (iv) all



42









 







references in a Loan Document to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall
include all statutory and regulatory provisions consolidating, amending, replacing or interpreting
such law and any reference to any law or regulation shall, unless otherwise specified, refer to
such law or regulation as amended, modified or supplemented from time to time, and (vi) the words
“asset” and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.



     (b) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including;” the words “to” and “until”
each mean “to but excluding;” and the word “through” means “to and
including.”



     (c) Section headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Loan
Document.



     1.04 Accounting Terms.



     (a) Generally. All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including financial ratios and other
financial calculations) required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements, except as
otherwise specifically prescribed herein; provided that, all calculations of financial
covenants
shall reflect the results of both continuing operations and discontinued operations of the
Company and its Subsidiaries, and in the event of any such discontinued operations, the Company
shall provide subtotals for each of “continuing operations”, “discontinued operations” and
“consolidated operations”. Notwithstanding the foregoing, for purposes of determining compliance
with any covenant (including the computation of any financial covenant) contained herein,
Indebtedness of the Company and its Subsidiaries shall be deemed to be carried at 100% of the
outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on
financial liabilities shall be disregarded. In connection with the Company’s delivery of financial
statements hereunder, the Company shall deliver a reconciliation of the calculations of the
financial covenants before and after giving effect to the adjustments from FASB ASC 825 and FASB
ASC 470-20 described in this Agreement.



     (b) Changes in GAAP. If at any time any change in GAAP would affect the computation
of any financial ratio or requirement set forth in any Loan Document, and either the Company or the
Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required Lenders); provided
that, until so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Company shall provide to the
Administrative Agent and the Lenders financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation



43









 







between calculations
of such ratio or requirement made before and after giving effect to such change in GAAP.



     (c) Consolidation of Variable Interest Entities. All references herein to
consolidated financial statements of the Company and its Subsidiaries or to the determination of
any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference
shall, in each case, be deemed to include each variable interest entity that the Company is
required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a
Subsidiary as defined herein.



     (d) Calculation of Consolidated EBITDAR, Consolidated Fixed Charges and Consolidated
Rental Expense. Consolidated EBITDAR shall be calculated for any period by including the
actual amount for such period, including the Consolidated EBITDAR attributable to Acquisitions
permitted hereunder and occurring during such period and (to the extent otherwise included in
Consolidated Net Income) excluding the Consolidated EBITDAR attributable to Permitted Dispositions
of assets occurring during such period on a pro forma basis for the period from the first day of
the applicable period through the date of the closing of each such permitted Acquisition or
Permitted Disposition, utilizing (i) where available or required pursuant to the terms of this
Agreement, historical audited and/or reviewed unaudited financial statements obtained from the
seller, broken down by fiscal quarter in the Company’s reasonable judgment or (ii) unaudited
financial statements (where no audited or reviewed financial statements are required pursuant to
the terms of this Agreement) reviewed internally by the Company, broken down in the Company’s
reasonable judgment; provided, however, that (x) any such pro forma adjustment of
Consolidated EBITDAR shall reflect the Company’s and the Subsidiaries’ pro forma rental payments
related to the assets acquired in any applicable
Acquisition (and shall not reflect any rental expense payments of the applicable seller), and
(y) any such pro forma adjustment of Consolidated EBITDAR shall not result in an increase of more
than 10% of Consolidated EBITDAR prior to such adjustment, unless the Company provides to the
Administrative Agent (A) the supporting calculations for such adjustment and (B) such other
information as the Administrative Agent may reasonably request to determine the accuracy of such
calculations. For purposes of determining “Consolidated Fixed Charges” for any period, the
Consolidated Interest Expense, Consolidated Principal Payments and Consolidated Rental Expenses
attributable to such Permitted Dispositions described above during such period may, at the option
of the Company and subject to the consent of the Administrative Agent (which shall not be
unreasonably withheld), be excluded therefrom.



     1.05 Rounding. Any financial ratios required to be maintained by the Company pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).



     1.06 Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).



44









 





ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS




     2.01 New Vehicle Floorplan Committed Loans. Subject to the terms and conditions set forth
herein, each New Vehicle Floorplan Lender severally agrees to make loans (each such loan, a
“New Vehicle Floorplan Committed Loan”) to the New Vehicle Borrowers, jointly or severally,
from time to time, on any Business Day during the Availability Period, in an aggregate amount not
to exceed at any time outstanding the amount of such Lender’s New Vehicle Floorplan Commitment;
provided, however, that after giving effect to any New Vehicle Floorplan Committed
Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Total
New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan
Commitments, (iii) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of
any New Vehicle Floorplan Lender, plus such Lender’s Applicable New Vehicle Floorplan
Percentage of the Outstanding Amount of all New Vehicle Floorplan Swing Line Loans shall not exceed
such Lender’s New Vehicle Floorplan Commitment, and (iv) on a per New Vehicle basis, such Loan
shall not exceed 100% of the original invoice price (including freight charges) of each New Vehicle
financed, provided, further, that the proceeds of New Vehicle Floorplan Committed
Loans shall only be used to pay the purchase price of New Vehicles, including the refinancing of
New Vehicle Floorplan Swing Line Loans or other New Vehicle Floorplan Loans utilized for such
purpose. Within the limits of each New Vehicle Floorplan Lender’s New Vehicle Floorplan
Commitment, and subject to the other terms and conditions hereof, the New Vehicle Borrowers may
borrow under this Section 2.01, prepay under Section 2.09, and reborrow under this
Section 2.01. New Vehicle Floorplan Committed Loans may be Base Rate Loans or Eurodollar
Rate Loans, as further provided herein.



     2.02 Borrowings, Conversions and Continuations of New Vehicle Floorplan Committed Loans.



     (a) Each New Vehicle Floorplan Committed Borrowing and each conversion of New Vehicle
Floorplan Committed Loans from one Type to the other shall be made upon the Company’s irrevocable
notice to the Administrative Agent, which may be given by telephone. Each such notice must be
received by the Administrative Agent not later than 11:00 a.m. (i) one Business Day prior to the
requested date of any New Vehicle Floorplan Borrowing of Eurodollar Rate Loans or of any conversion
of Eurodollar Rate Loans to Base Rate Committed Loans or of any conversion of Base Rate Committed
Loans to Eurodollar Rate Loans, and (ii) one Business Day prior to the requested date of any
Borrowing of Base Rate Committed Loans. Each telephonic notice by the Company pursuant to this
Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a
written New Vehicle Floorplan Committed Loan Notice, appropriately completed and signed by a
Responsible Officer of the Company. Each New Vehicle Floorplan Committed Loan Notice (whether
telephonic or written) shall specify (i) whether the Company is requesting a New Vehicle Floorplan
Committed Borrowing, a conversion of New Vehicle Floorplan Committed Loans from one Type to the
other, (ii) the requested date of the Borrowing or conversion, as the case may be (which shall be a
Business Day), (iii) the principal amount of New Vehicle Floorplan Committed Loans to be borrowed
or converted, (iv) the Type of New Vehicle Floorplan Committed Loans to be borrowed or to which
existing New Vehicle Floorplan Committed Loans are to be converted, (v) the applicable New



45









 







Vehicle
Borrower, and (vi) (in the case of a Committed Borrowing) the make, model, and vehicle
identification number of each New Vehicle to be financed thereby. If the Company fails to provide
a timely New Vehicle Floorplan Committed Loan Notice requesting a conversion of Eurodollar Rate
Loans to Base Rate Loans, such Loans shall continue as Eurodollar Rate Loans. If the Company fails
to specify a Type of New Vehicle Floorplan Committed Loan in a New Vehicle Floorplan Committed Loan
Notice then the applicable New Vehicle Floorplan Committed Loans shall, subject to Article
III, be made as, or converted to, Eurodollar Rate Loans.



     (b) Following receipt of a New Vehicle Floorplan Committed Loan Notice, the Administrative
Agent shall promptly notify each New Vehicle Floorplan Lender of the amount of its Applicable New
Vehicle Floorplan Percentage of the applicable New Vehicle Floorplan Committed Loans. Each such
Lender shall make the amount of its New Vehicle Floorplan Committed Loan available to the
Administrative Agent in immediately available funds at the Administrative Agent’s Office not later
than 2:00 p.m. on the Business Day specified in the applicable New Vehicle Floorplan Committed Loan
Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if
such Borrowing is an initial Borrowing, Section 4.01), the Administrative Agent shall make
all funds so received available to the Company or other applicable New Vehicle Borrower in like
funds as received by the Administrative Agent by crediting the account of such Borrower on the
books of Bank of America with the amount of such funds.



     (c) The Administrative Agent shall promptly notify the Company and the New Vehicle Floorplan
Lenders of the interest rate applicable to any Eurodollar Rate Loans upon determination of such
interest rate. At any time that Base Rate Loans are outstanding, the
Administrative Agent shall notify the Company and the New Vehicle Floorplan Lenders of any
change in Bank of America’s prime rate used in determining the Base Rate promptly following the
public announcement of such change.



     2.03 New Vehicle Floorplan Swing Line Loan.



     (a) The New Vehicle Floorplan Swing Line. Subject to the terms and conditions set
forth herein, the New Vehicle Swing Line Lender may, in its sole discretion and in reliance upon
the agreements of the other New Vehicle Floorplan Lenders set forth in this Section 2.03,
make loans (each such loan, a “New Vehicle Floorplan Swing Line Loan”) to the New Vehicle
Borrowers, jointly and severally, from time to time on any Business Day during the Availability
Period in an aggregate amount not to exceed at any time outstanding the amount of the New Vehicle
Floorplan Swing Line Sublimit, notwithstanding the fact that such New Vehicle Floorplan Swing Line
Loans, when aggregated with the Applicable New Vehicle Floorplan Percentage of the Outstanding
Amount of New Vehicle Floorplan Committed Loans of the Lender acting as New Vehicle Swing Line
Lender, may exceed the amount of such Lender’s New Vehicle Floorplan Commitment; provided,
however, that after giving effect to any New Vehicle Floorplan Swing Line Loan, (i) subject
to Section 2.04, the Total Outstandings shall not exceed the Aggregate Commitments, (ii)
subject to Section 2.04, the Total New Vehicle Floorplan Outstandings shall not exceed the
Aggregate New Vehicle Floorplan Commitments, (iii) subject to Section 2.04, the aggregate
Outstanding Amount of the New Vehicle Floorplan Committed Loans of any New Vehicle Floorplan
Lender, plus such Lender’s Applicable New



46









 







Vehicle Floorplan Percentage of the Outstanding
Amount of all New Vehicle Floorplan Swing Line Loans shall not exceed such Lender’s New Vehicle
Floorplan Commitment, and (iv) such Loan, together with the aggregate Outstanding Amount of all
other New Vehicle Floorplan Swing Line Loans made on or prior to such date shall not exceed any
applicable Within Line Limitation unless otherwise consented to by the New Vehicle Swing Line
Lender in its sole discretion; and provided, further, that the proceeds of New
Vehicle Floorplan Swing Line Loans shall only be used (x) to honor New Vehicle Floorplan drafts
presented by the applicable vehicle manufacturer or distributor to the New Vehicle Swing Line
Lender pursuant to Payment Commitments, (y) to honor New Vehicle Floorplan drafts presented by the
applicable financial institution to the New Vehicle Swing Line Lender pursuant to Payoff Letter
Commitments or (z) otherwise to pay the purchase price of New Vehicles (but not including in each
case of clauses (x), (y) and (z), New Vehicles manufactured by a Restricted
Manufacturer). Within the foregoing limits, and subject to the other terms and conditions hereof,
the New Vehicle Borrowers, may borrow under this Section 2.03, prepay under Section
2.09, and reborrow under this Section 2.03. Each New Vehicle Floorplan Swing Line Loan
may be a Base Rate Loan or a Eurodollar Rate Loan. Except as otherwise provided with respect to
New Vehicle Floorplan Overdrafts, immediately upon the making of a New Vehicle Floorplan Swing Line
Loan, each New Vehicle Floorplan Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the New Vehicle Floorplan Swing Line Lender a risk
participation in such New Vehicle Floorplan Swing Line Loan in an amount equal to the product of
such Lender’s Applicable New Vehicle Floorplan Percentage times the amount of such New
Vehicle Floorplan Swing Line Loan.



     (b) Payment Commitments and Payoff Letter Commitments.




     (i) The New Vehicle Swing Line Lender is authorized to make New Vehicle Floorplan Swing
Line Loans for the account of the New Vehicle Borrowers directly to certain individual
manufacturers or distributors that provide New Vehicles to the New Vehicle Borrowers, in
accordance with the terms and conditions of the respective Payment Commitment agreed to
between the New Vehicle Swing Line Lender and each such manufacturer or distributor, and
without any further notice as otherwise required in this Section. Each New Vehicle Swing
Line Loan made pursuant to a Payment Commitment shall be a Eurodollar Rate Loan at the time
of such Borrowing, but may be converted to a Base Rate Loan in accordance with the terms of
this Agreement. The New Vehicle Borrowers shall be and remain jointly and severally liable
to the New Vehicle Swing Line Lender, or the New Vehicle Floorplan Lenders, as applicable,
for all payments made to a manufacturer or distributor pursuant to a Payment Commitment.




     (ii) The New Vehicle Swing Line Lender is authorized to make New Vehicle Floorplan
Swing Line Loans for the account of the New Vehicle Borrowers directly to certain individual
financial institutions that financed New Vehicles for the New Vehicle Borrowers, in
accordance with the terms and conditions of the respective Payoff Letter Commitment agreed
to between the New Vehicle Swing Line Lender and each such financial institution, and
without any further notice as otherwise required in this Section. Each New Vehicle Swing
Line Loan made pursuant to a Payoff Letter Commitment shall be a Eurodollar Rate Loan at the
time of such Borrowing, but may be converted to a Base Rate Loan in accordance with the
terms of this Agreement. The New Vehicle Borrowers



47









 







shall be and remain jointly and
severally liable to the New Vehicle Swing Line Lender, or the New Vehicle Floorplan Lenders,
as applicable, for all payments made to a financial institution pursuant to a Payoff Letter
Commitment.



     (c) Borrowing Procedures. Each New Vehicle Floorplan Swing Line Borrowing and each
conversion of New Vehicle Floorplan Swing Line Loans from one Type to the other shall be made
pursuant to (i) a Payment Commitment, (ii) a Payoff Letter Commitment, (iii) upon the Company’s
irrevocable notice to the New Vehicle Floorplan Swing Line Lender by delivery of a written New
Vehicle Swing Line Loan Notice, appropriately completed and signed (in the case of a Borrowing) by
an authorized representative of the applicable New Vehicle Borrower and (in the case of a
conversion) by a Responsible Officer, or (iv) in the case of a dealer trade, pursuant to the
Floorplan On-line System in accordance with practices agreed to from time to time between the New
Vehicle Swing Line Lender and the applicable New Vehicle Borrower. Each such notice from the
Company must be received by the New Vehicle Floorplan Swing Line Lender not later than 1:00 p.m. on
the Business Day of the requested borrowing date or date of conversion of Eurodollar Rate Loans to
Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each case
shall specify (i) the amount to be borrowed, (ii) the requested borrowing date, which shall be a
Business Day, (iii) the Type of New Vehicle Floorplan Swing Line Loan to be borrowed or to which
existing New Vehicle Floorplan Swing Line Loans are to be converted, (iv) the applicable New
Vehicle Borrower and (v) the applicable New Vehicle(s) (including the make, model and vehicle
identification number of such New Vehicle(s)). The New Vehicle Floorplan Swing Line Lender will,
not later than 6:00 p.m. on the
borrowing date specified in such New Vehicle Floorplan Swing Line Loan Notice, make the amount
of its New Vehicle Floorplan Swing Line Loan available directly to the manufacturer or distributor
pursuant to a Payment Commitment, to the financial institution pursuant to a Payoff Letter
Commitment or to the applicable New Vehicle Borrower at the New Vehicle Floorplan Swing Line
Lender’s office by crediting the account of such Borrower on the books of the New Vehicle Floorplan
Swing Line Lender. If the Company fails to provide a timely New Vehicle Floorplan Swing Line Loan
Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall
continue as Eurodollar Rate Loans. If the Company fails to specify a Type of New Vehicle Floorplan
Swing Line Loan in a New Vehicle Floorplan Swing Line Loan Notice or if a Payment Commitment or
Payoff Letter Commitment fails to specify a Type of New Vehicle Swing Line Loan, then the
applicable New Vehicle Floorplan Swing Line Loan shall, subject to Article III, be made as a
Eurodollar Rate Loan.



     (d) Authorization. Each New Vehicle Borrower authorizes the New Vehicle Swing Line
Lender (and each New Vehicle Floorplan Lender consents to such authorization) to enter into, modify
or terminate Payment Commitments and Payoff Letter Commitments (in each case, in the New Vehicle
Swing Line Lender’s discretion) and to advise each manufacturer or distributor or financial
institution, as the case may be, that provides New Vehicles to such New Vehicle Borrower of any
change or termination which may occur with respect to the New Vehicle Floorplan Swing Line. The
New Vehicle Swing Line Lender will promptly notify the Company of any such modification or
termination.



48









 





     (e) Refinancing of New Vehicle Floorplan Swing Line Loans.




     (i) The New Vehicle Swing Line Lender at any time in its sole discretion may request,
on behalf of the New Vehicle Borrowers (which hereby irrevocably authorizes the New Vehicle
Swing Line Lender to so request on its behalf), that each New Vehicle Floorplan Lender make
a Eurodollar Rate Committed Loan in an amount equal to such Lender’s Applicable New Vehicle
Floorplan Percentage of the amount of New Vehicle Floorplan Swing Line Loans then
outstanding (including, subject to Section 2.04(b)(iv), any New Vehicle Floorplan
Overdrafts); provided that the New Vehicle Swing Line Lender intends to request each
New Vehicle Floorplan Lender to make such Eurodollar Rate Committed Loans no less frequently
than once in any given calendar month. Such request shall be made in writing (which written
request shall be deemed to be a New Vehicle Floorplan Committed Loan Notice for purposes
hereof) and in accordance with the requirements of Section 2.02, without regard to
the minimum and multiples specified therein for the principal amount of Eurodollar Rate
Loans, but subject to the unutilized portion of the Aggregate New Vehicle Floorplan
Commitments and the conditions set forth in Section 4.02. The New Vehicle Floorplan
Swing Line Lender shall furnish the Company with a copy of the applicable New Vehicle
Floorplan Committed Loan Notice promptly after delivering such notice to the Administrative
Agent. Each New Vehicle Floorplan Lender shall make an amount equal to its Applicable New
Vehicle Floorplan Percentage of the amount specified in such New Vehicle Floorplan Committed
Loan Notice available (including for this purpose Cash Collateral and other credit support
made available with respect to the applicable New Vehicle Floorplan Swing Line Loan) to the
Administrative Agent in immediately available funds for the account of the New
Vehicle Swing Line Lender at the Administrative Agent’s Office not later than 2:00 p.m.
on the day specified in such New Vehicle Floorplan Committed Loan Notice, whereupon, subject
to Section 2.09(b)(iv), each New Vehicle Floorplan Lender that so makes funds
available shall be deemed to have made a Eurodollar Rate Committed Loan to the Company in
such amount. The Administrative Agent shall remit the funds so received to the New Vehicle
Swing Line Lender.




     (ii) If for any reason any New Vehicle Floorplan Swing Line Loan (other than a New
Vehicle Floorplan Overdraft) cannot be refinanced by such a New Vehicle Floorplan Committed
Borrowing in accordance with Section 2.03(c)(i), the request for Eurodollar Rate New
Vehicle Floorplan Committed Loans submitted by the New Vehicle Swing Line Lender as set
forth herein shall be deemed to be a request by the New Vehicle Swing Line Lender that each
of the New Vehicle Floorplan Lenders fund its risk participation in the relevant New Vehicle
Floorplan Swing Line Loan and each Lender’s payment to the Administrative Agent for the
account of the New Vehicle Swing Line Lender pursuant to Section 2.03(c)(i) shall be
deemed payment in respect of such participation.




     (iii) If any New Vehicle Floorplan Lender fails to make available to the Administrative
Agent for the account of the New Vehicle Swing Line Lender any amount required to be paid by
such New Vehicle Floorplan Lender pursuant to the foregoing provisions of this Section
2.03(c) by the time specified in Section 2.03(c)(i), the New Vehicle Swing Line
Lender shall be entitled to recover from such New Vehicle Floorplan Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the period from
the date such payment is required to the date on which such payment is immediately available
to the New Vehicle Swing Line Lender at a rate per annum equal to the greater of the Federal
Funds Rate and a rate determined by the New Vehicle Swing Line Lender in accordance with
banking industry rules on interbank compensation, plus any administrative, processing or
similar fees customarily charged by the New Vehicle Swing Line Lender in connection with the
foregoing. If such New Vehicle Floorplan



49









 







Lender pays such amount (and such New Vehicle
Floorplan Lender has also paid such interest and fees as aforesaid), such amount (other than
any such interest and fees as aforesaid) so paid shall constitute such New Vehicle Floorplan
Lender’s Loan included in the relevant Committed Borrowing or funded participation in the
relevant New Vehicle Swing Line Loan, as the case may be. A certificate of the New Vehicle
Swing Line Lender submitted to any New Vehicle Floorplan Lender (through the Administrative
Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent
manifest error.




     (iv) Each New Vehicle Floorplan Lender’s obligation to make New Vehicle Floorplan
Committed Loans or to purchase and fund risk participations in New Vehicle Floorplan Swing
Line Loans pursuant to this Section 2.03(c) shall be absolute and unconditional and
shall not be affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such New Vehicle Floorplan Lender may have against
the New Vehicle Swing Line Lender, the Company or any other Person for any reason
whatsoever, (B) the occurrence or continuance of a Default, or (C)
any other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each New Vehicle Floorplan Lender’s
obligation to make New Vehicle Floorplan Committed Loans pursuant to this Section
2.03(c) is subject to the conditions set forth in Section 4.02. No such funding
of risk participations shall relieve or otherwise impair the obligation of the New Vehicle
Borrowers (jointly and severally) to repay New Vehicle Floorplan Swing Line Loans, together
with interest as provided herein.



     (f) Repayment of Participations.




     (i) At any time after any New Vehicle Floorplan Lender has purchased and funded a risk
participation in a New Vehicle Floorplan Swing Line Loan, if the New Vehicle Swing Line
Lender receives any payment on account of such New Vehicle Floorplan Swing Line Loan, the
New Vehicle Swing Line Lender will distribute to such Lender its Applicable New Vehicle
Floorplan Percentage of such payment (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender’s risk participation was
funded) in the same funds as those received by the New Vehicle Swing Line Lender.




     (ii) If any payment received by the New Vehicle Swing Line Lender in respect of
principal or interest on any New Vehicle Floorplan Swing Line Loan (other than a New Vehicle
Floorplan Overdraft) is required to be returned by the New Vehicle Swing Line Lender under
any of the circumstances described in Section 10.05 (including pursuant to any
settlement entered into by the New Vehicle Swing Line Lender in its



50









 







discretion), each New
Vehicle Floorplan Lender shall pay to the New Vehicle Swing Line Lender its Applicable New
Vehicle Floorplan Percentage thereof on demand of the Administrative Agent, plus interest
thereon from the date of such demand to the date such amount is returned, at a rate per
annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon
the request of the New Vehicle Swing Line Lender. The obligations of the New Vehicle
Floorplan Lenders under this clause shall survive the payment in full of the Obligations and
the termination of this Agreement.



     (g) Interest for Account of New Vehicle Floorplan Swing Line Lender. The New Vehicle
Swing Line Lender shall be responsible for invoicing the New Vehicle Borrowers for interest on the
New Vehicle Floorplan Swing Line Loans. Until each New Vehicle Floorplan Lender funds its
Eurodollar Rate Committed Loan or risk participation pursuant to this Section 2.03 to
refinance such Lender’s Applicable New Vehicle Floorplan Percentage of any New Vehicle Floorplan
Swing Line Loan, interest in respect of such Applicable New Vehicle Floorplan Percentage shall be
solely for the account of the New Vehicle Swing Line Lender.



     (h) Payments Directly to New Vehicle Floorplan Swing Line Lender. Each New Vehicle
Borrower shall make all payments of principal and interest in respect of the New Vehicle Floorplan
Swing Line Loans directly to the New Vehicle Swing Line Lender.



     2.04 New Vehicle Floorplan Overdrafts. Notwithstanding the foregoing provisions of
Sections 2.01, 2.02 and 2.03,



     (a) if the New Vehicle Swing Line Lender has (acting in its discretion), according to the
terms hereof, taken action to suspend or terminate Payment Commitments and/or Payoff Letter
Commitments and such Payment Commitments and/or Payoff Letter Commitments, as the case may be, have
in fact been suspended or terminated in accordance with their respective terms, then the New
Vehicle Swing Line Lender shall not fund any draft with respect to such Payment Commitments and/or
Payoff Letter Commitments;



     (b) if on any day the conditions precedent set forth in Section 4.03 have been
satisfied and a draft with respect to a Payment Commitment or a Payoff Letter Commitment is
presented for payment, the payment of which would cause (i) (A) the Outstanding Amount of all New
Vehicle Floorplan Committed Loans, plus (B) the Outstanding Amount of all New Vehicle
Floorplan Swing Line Loans, plus (C) the aggregate principal amount of all Requests for
Borrowings of New Vehicle Floorplan Loans outstanding as of such day to exceed the Aggregate New
Vehicle Floorplan Commitments as of such day or (ii) the Outstanding Amount of New Vehicle
Floorplan Swing Line Loans to exceed the New Vehicle Floorplan Swing Line Sublimit, then, in such
event:




     (i) the Company or any New Vehicle Borrower may either immediately reduce any pending
Requests for Borrowing (if any) of a New Vehicle Floorplan Committed Loan or make a payment
of principal on New Vehicle Floorplan Committed Loans and/or New Vehicle Floorplan Swing
Line Loans in an amount which would prevent the aggregate amounts described in (A), (B) and
(C) above from exceeding the Aggregate New Vehicle Floorplan Commitments; or



51









 






     (ii) the Company may request an increase in the Aggregate New Vehicle Floorplan
Commitments pursuant to Section 2.18, and such Payment Commitment or Payoff Letter
Commitment shall be funded to the extent of such increase in accordance with said Section;
or




     (iii) regardless of whether the conditions of Section 4.02 have otherwise been
met, the New Vehicle Swing Line Lender may in its sole and absolute discretion, but shall
not be obligated to, fund the payment due under such Payment Commitment or Payoff Letter
Commitment in whole or in part (the amount of any such funding made by the New Vehicle Swing
Line Lender, the “New Vehicle Floorplan Overdraft”). Nothing in this Agreement
shall be construed as a commitment by or as requiring the New Vehicle Swing Line Lender to
fund any such New Vehicle Floorplan Overdraft. The New Vehicle Floorplan Lenders shall not
be obligated to purchase any portion of or any participation in any such New Vehicle
Floorplan Overdraft; or




     (iv) if such New Vehicle Swing Line Loan would not cause the aggregate amounts
described in (A), (B) and (C) above to exceed the Aggregate New Vehicle Floorplan
Commitments, the New Vehicle Swing Line Lender may in its sole and absolute discretion, but
shall not be obligated to, fund the payment due under such Payment Commitment or Payoff
Letter Commitment in whole or in part, notwithstanding
that such Loan would cause the Outstanding Amount of New Vehicle Floorplan Swing Line
Loans to exceed the New Vehicle Floorplan Swing Line Sublimit (and the amount of any such
funding made by the New Vehicle Swing Line Lender shall not be deemed to be a New Vehicle
Floorplan Overdraft); provided that, within five (5) Business Days after funding
such payment, the New Vehicle Swing Line Lender shall make a demand upon the Company that
the Borrowers immediately repay such New Vehicle Floorplan Swing Line Loans to the extent
that the Outstanding Amount of New Vehicle Floorplan Swing Line Loans exceeds the New
Vehicle Floorplan Swing Line Sublimit.



     2.05 Electronic Processing. Unless otherwise agreed to by the Administrative Agent and the
New Vehicle Swing Line Lender in their respective sole discretion, the New Vehicle Borrowers must
request New Vehicle Floorplan Loans electronically by access to the Administrative Agent’s web
based floorplan on-line system (“Floorplan On-line System”) in accordance with and subject
to the terms and conditions established between the Administrative Agent, the New Vehicle Swing
Line Lender and the Company from time to time. Unless otherwise agreed to by the Administrative
Agent and the New Vehicle Swing Line Lender in their respective sole discretion, in connection with
the New Vehicle Floorplan Facility, (i) interest due pursuant to Section 2.12 shall be
automatically debited on the Automatic Debit Date of each month from the applicable New Vehicle
Borrower’s account with Bank of America pursuant to on-line procedures established and agreed to
from time to time between such New Vehicle Borrower, the Administrative Agent and the New Vehicle
Swing Line Lender (“On-Line Procedures”), (ii) curtailments and other payments due pursuant
to Section 2.11(a) must be made in immediately available funds on the due date thereof
pursuant to On-Line Procedures, (iii) fees due pursuant to Section 2.13 must be made in
immediately available funds on the due date thereof pursuant to On-Line Procedures and (iv) any
other amounts otherwise due in respect of each New Vehicle must be made in immediately available
funds on the due date thereof pursuant to On-Line Procedures, including without limitation,
automatic debits to cure Out of Balance



52









 







conditions pursuant to Section 8.04;
provided that, such payments due as a result of a Dealership Sale, a Removed Franchise, or
a termination of New Vehicle Floorplan Commitments in accordance with Section 2.10, may be
made via wire transfer of immediately available funds. The New Vehicle Borrowers have requested
access to the Floorplan On-line System to retrieve monthly bills, to permit the New Vehicle
Borrowers to access certain account information relating to the New Vehicle Floorplan Loans and to
facilitate the making of any payments on the New Vehicle Floorplan Loans by authorizing the
Administrative Agent and the New Vehicle Swing Line Lender to debit any one or more of the New
Vehicle Borrowers’ deposit accounts with the Administrative Agent or the New Vehicle Swing Line
Lender. In consideration for the Administrative Agent’s and the New Vehicle Swing Line Lender’s
granting to the New Vehicle Borrowers access to the Floorplan On-line System to view loan account
information and make payments, the New Vehicle Borrowers acknowledge responsibility for the
security of such New Vehicle Borrowers’ passwords and other information necessary for access to
Floorplan On-line System, and the Company and each New Vehicle Borrower fully, finally, and forever
releases and discharges the Administrative Agent, the New Vehicle Swing Line Lender and their
employees, agents, and representatives from any and all causes of action, claims, debts, demands,
and liabilities, of whatever kind or nature, in law or equity that the Company or any New Vehicle
Borrower may now or hereafter have, in any way relating to the Company or any New Vehicle’s
Borrower’s access to, or use of, the Floorplan On-line System, other than those
arising out of the gross negligence, bad faith or willful misconduct of the Administrative
Agent or the New Vehicle Swing Line Lender.



     2.06 Used Vehicle Floorplan Committed Loans. Subject to the terms and conditions set forth
herein, each Used Vehicle Floorplan Lender severally agrees to make loans (each such loan, a
“Used Vehicle Floorplan Committed Loan”) to the Company from time to time, on any Business
Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding
the amount of such Used Vehicle Floorplan Lender’s Used Vehicle Floorplan Commitment;
provided, however, that after giving effect to any Used Vehicle Floorplan Committed
Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Total
Used Vehicle Floorplan Outstandings shall not exceed the lesser of the Aggregate Used Vehicle
Floorplan Commitments and the Used Vehicle Borrowing Base, and (iii) the aggregate Outstanding
Amount of the Used Vehicle Floorplan Committed Loans of any Used Vehicle Floorplan Lender,
plus such Lender’s Applicable Used Vehicle Floorplan Percentage of the Outstanding Amount
of all Used Vehicle Floorplan Swing Line Loans shall not exceed such Lender’s Used Vehicle
Floorplan Commitment. Within the limits of each Used Vehicle Floorplan Lender’s Used Vehicle
Floorplan Commitment, and subject to the other terms and conditions hereof, the Company may borrow
under this Section 2.06, prepay under Section 2.09, and reborrow under this
Section 2.06. Used Vehicle Floorplan Committed Loans may be Base Rate Loans or Eurodollar
Rate Loans, as further provided herein.



     2.07 Borrowings, Conversions and Continuations of Used Vehicle Floorplan Committed Loans.



     (a) Each Used Vehicle Floorplan Committed Borrowing and each conversion of Used Vehicle
Floorplan Committed Loans from one Type to the other, shall be made upon the Company’s irrevocable
notice to the Administrative Agent, which may be given by telephone. Each such notice must be
received by the Administrative Agent not later than 11:00 a.m. (i) one



53









 







Business Day prior to the
requested date of any Used Vehicle Floorplan Borrowing of Eurodollar Rate Loans or of any
conversion of Eurodollar Rate Loans to Base Rate Committed Loans or of any conversion of Base Rate
Committed Loans to Eurodollar Rate Loans, and (ii) one Business Day prior to the requested date of
any Borrowing of Base Rate Committed Loans. Each telephonic notice by the Company pursuant to this
Section 2.07(a) must be confirmed promptly by delivery to the Administrative Agent of a
written Used Vehicle Floorplan Committed Loan Notice, appropriately completed and signed by a
Responsible Officer of the Company. Each Borrowing of or conversion to Eurodollar Rate Loans shall
be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each
Used Vehicle Floorplan Committed Loan Notice (whether telephonic or written) shall specify (i)
whether the Company is requesting a Used Vehicle Floorplan Committed Borrowing, a conversion of
Used Vehicle Floorplan Committed Loans from one Type to the other, (ii) the requested date of the
Borrowing or conversion, as the case may be (which shall be a Business Day), (iii) the principal
amount of Used Vehicle Floorplan Committed Loans to be borrowed or converted, and (iv) the Type of
Used Vehicle Floorplan Committed Loans to be borrowed or to which existing Used Vehicle Floorplan
Committed Loans are to be converted. If the Company fails to provide a timely Used Vehicle
Floorplan Committed Loan Notice requesting a conversion of Eurodollar Rate Loans to Base Rate
Loans, such Loans shall, subject to Article III, continue as Eurodollar Rate Loans. If
the Company fails to specify a Type of Used Vehicle Floorplan Committed Loan in a Used Vehicle
Floorplan Committed Loan Notice, then the applicable Used Vehicle Floorplan Committed Loans shall,
subject to Article III, be made as, or converted to, Eurodollar Rate Loans.



     (b) Following receipt of a Used Vehicle Floorplan Committed Loan Notice, the Administrative
Agent shall promptly notify each Used Vehicle Floorplan Lender of the amount of its Applicable Used
Vehicle Floorplan Percentage of the applicable Used Vehicle Floorplan Committed Loans. Each Lender
shall make the amount of its Used Vehicle Floorplan Committed Loan available to the Administrative
Agent in immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m.
on the Business Day specified in the applicable Used Vehicle Floorplan Committed Loan Notice. Upon
satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing
is an initial Borrowing, Section 4.01), the Administrative Agent shall make all funds so
received available to the Company in like funds as received by the Administrative Agent by
crediting the account of the Company on the books of Bank of America with the amount of such funds.



     (c) The Administrative Agent shall promptly notify the Company and the Used Vehicle Floorplan
Lenders of the interest rate applicable to any Eurodollar Rate Loans upon determination of such
interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall
notify the Company and the Used Vehicle Floorplan Lenders of any change in Bank of America’s prime
rate used in determining the Base Rate promptly following the public announcement of such change.



     2.08 Used Vehicle Floorplan Swing Line Loans.



     (a) The Used Vehicle Floorplan Swing Line. Subject to the terms and conditions set
forth herein and in the Autoborrow Agreement, if any, the Used Vehicle Swing Line Lender may, in
its sole discretion and in reliance upon the agreements of the other Used Vehicle Floorplan



54









 







Lenders
set forth in this Section 2.08, make loans (each such loan, a “Used Vehicle Floorplan
Swing Line Loan”) to the Company from time to time on any Business Day during the Availability
Period in an aggregate amount not to exceed at any time outstanding the amount of the Used Vehicle
Floorplan Swing Line Sublimit, notwithstanding the fact that such Used Vehicle Floorplan Swing Line
Loans, when aggregated with the Applicable Used Vehicle Floorplan Percentage of the Outstanding
Amount of Used Vehicle Floorplan Committed Loans of the Used Vehicle Floorplan Lender acting as
Used Vehicle Swing Line Lender, may exceed the amount of such Used Vehicle Floorplan Lender’s Used
Vehicle Floorplan Commitment; provided, however, that after giving effect to any
Used Vehicle Floorplan Swing Line Loan (i) the Total Outstandings shall not exceed the Aggregate
Commitments, (ii) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the
Aggregate Used Vehicle Floorplan Commitments and the Used Vehicle Borrowing Base, and (iii) the
aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of any Used Vehicle
Floorplan Lender, plus such Lender’s Applicable Used Vehicle Floorplan Percentage of the
Outstanding Amount of all Used Vehicle Floorplan Swing Line Loans shall not exceed such Lender’s
Used Vehicle Floorplan Commitment, and provided, further, that the Company shall
not use the proceeds of any Used Vehicle Floorplan Swing Line Loan to refinance any outstanding
Used Vehicle Floorplan Swing Line Loan. Within the foregoing limits, and subject to the other
terms and
conditions hereof, the Company, may borrow under this Section 2.08, prepay under
Section 2.09, and reborrow under this Section 2.08. Each Used Vehicle Floorplan
Swing Line Loan may be a Base Rate Loan or a Eurodollar Rate Loan. Immediately upon the making of
a Used Vehicle Floorplan Swing Line Loan, each Used Vehicle Floorplan Lender shall be deemed to,
and hereby irrevocably and unconditionally agrees to, purchase from the Used Vehicle Swing Line
Lender a risk participation in such Used Vehicle Floorplan Swing Line Loan in an amount equal to
the product of such Lender’s Applicable Used Vehicle Floorplan Percentage times the amount
of such Used Vehicle Floorplan Swing Line Loan.



     (b) Borrowing Procedures. At any time an Autoborrow Agreement is not in effect, each
Used Vehicle Floorplan Swing Line Borrowing and each conversion of Used Vehicle Floorplan Swing
Line Loans from one type to the other shall be made upon the Company’s irrevocable notice to the
Used Vehicle Swing Line Lender and the Administrative Agent, which may be given by telephone. Each
such notice must be received by the Used Vehicle Swing Line Lender and the Administrative Agent not
later than 1:00 p.m. on the requested borrowing date or date of conversion of Eurodollar Rate Loans
to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each
case shall specify (i) the amount to be borrowed, (ii) the requested borrowing date, which shall be
a Business Day and (iii) the Type of Used Vehicle Floorplan Swing Line Loan to be borrowed or to
which existing Used Vehicle Floorplan Swing Line Loans are to be converted. Each such telephonic
notice must be confirmed promptly by delivery to the Used Vehicle Swing Line Lender and the
Administrative Agent of a written Used Vehicle Floorplan Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Company. Promptly after receipt by the Used
Vehicle Swing Line Lender of any telephonic Used Vehicle Floorplan Swing Line Loan Notice, the Used
Vehicle Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing)
that the Administrative Agent has also received such Used Vehicle Floorplan Swing Line Loan Notice
and, if not, the Used Vehicle Swing Line Lender will notify the Administrative Agent (by telephone
or in writing) of the contents thereof. Unless the Used Vehicle Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at the



55









 







request of any
Used Vehicle Floorplan Lender) prior to 2:00 p.m. on the date of the proposed Used Vehicle
Floorplan Swing Line Borrowing (A) directing the Used Vehicle Swing Line Lender not to make such
Used Vehicle Floorplan Swing Line Loan as a result of the limitations set forth in the proviso to
the first sentence of Section 2.08(a), or (B) that one or more of the applicable conditions
specified in Article IV is not then satisfied, then, subject to the terms and conditions
hereof, the Used Vehicle Swing Line Lender will, not later than 3:00 p.m. on the borrowing date
specified in such Used Vehicle Floorplan Swing Line Loan Notice, make the amount of its Used
Vehicle Floorplan Swing Line Loan available to the Company at its office by crediting the account
of the Company on the books of the Used Vehicle Swing Line Lender in immediately available funds.
If the Company fails to provide a timely Used Vehicle Floorplan Swing Line Loan Notice requesting a
conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall, subject to Article
III, continue as Eurodollar Rate Loans. If the Company fails to specify a Type of Used Vehicle
Floorplan Swing Line Loan in a Used Vehicle Floorplan Swing Line Loan Notice, then the applicable
Used Vehicle Floorplan Swing Line Loan shall, subject to Article III, be made as a
Eurodollar Rate Loan.



     In order to facilitate the borrowing of Used Vehicle Floorplan Swing Line Loans, the Used
Vehicle Swing Line Lender may, in its sole discretion, agree with the Company to ( and the Used
Vehicle Swing Line Lender and the Company are hereby authorized to) enter into an Autoborrow
Agreement in form and substance satisfactory to the Administrative Agent and the Used Vehicle Swing
Line Lender (the “Autoborrow Agreement”) providing for the automatic advance by the Used
Vehicle Swing Line Lender of Used Vehicle Floorplan Swing Line Loans under the conditions set forth
in such agreement, which shall be in addition to the conditions set forth herein (each such
advance, an “Autoborrow Advance”); provided that, (i) in no event shall the Company
be entitled to Autoborrow Advances pursuant to an Autoborrow Agreement at any time an autoborrow
arrangement is in effect under the Revolving Credit Facility (any such arrangement, a
“Revolving Autoborrow Arrangement”) and (ii) subject to the Administrative Agent’s consent,
the Company may, upon 30 days advance notice to the Administrative Agent and the Swing Line Lender,
alternate between the autoborrow arrangement described herein and a Revolving Autoborrow
Arrangement no more frequently than once in any calendar year. At any time such an Autoborrow
Agreement is in effect, the requirements for Used Vehicle Floorplan Swing Line Borrowings set forth
in the immediately preceding paragraph shall not apply, and all Used Vehicle Floorplan Swing Line
Borrowings shall be made in accordance with the Autoborrow Agreement, until the right to such Used
Vehicle Floorplan Swing Line Borrowings is suspended or terminated hereunder or in accordance with
the terms of the Autoborrow Agreement. For purposes of determining the Outstanding Amount under
the Used Vehicle Floorplan Commitment at any time during which an Autoborrow Agreement is in
effect, the Outstanding Amount of all Used Vehicle Floorplan Swing Line Loans shall be deemed to be
the amount of the Used Vehicle Floorplan Swing Line Sublimit. For purposes of any Used Vehicle
Floorplan Swing Line Borrowing pursuant to the Autoborrow Agreement, all references to Bank of
America shall be deemed to be a reference to Bank of America, in its capacity as Used Vehicle Swing
Line Lender hereunder.



     (c) Refinancing of Used Vehicle Floorplan Swing Line Loans.




     (i) The Used Vehicle Swing Line Lender at any time in its sole discretion may request,
on behalf of the Company (which hereby irrevocably authorizes the Used



56









 







Vehicle Swing Line
Lender to so request on its behalf), that each Used Vehicle Floorplan Lender make a
Eurodollar Rate Committed Loan in an amount equal to such Used Vehicle Floorplan Lender’s
Applicable Used Vehicle Floorplan Percentage of the amount of Used Vehicle Floorplan Swing
Line Loans then outstanding; provided that the Used Vehicle Swing Line Lender
intends to request each Used Vehicle Floorplan Lender to make such Eurodollar Rate Committed
Loans no less frequently than once in any given calendar month. Such request shall be made
in writing (which written request shall be deemed to be a Used Vehicle Floorplan Committed
Loan Notice for purposes hereof) and in accordance with the requirements of Section
2.07, without regard to the minimum and multiples specified therein for the principal
amount of Eurodollar Rate Loans, but subject to the unutilized portion of the Aggregate Used
Vehicle Floorplan Commitments and the conditions set forth in Section 4.02. The
Used Vehicle Swing Line Lender shall furnish the Company with a copy of the applicable Used
Vehicle Floorplan Committed Loan Notice promptly after delivering such notice to the
Administrative Agent. Each Used Vehicle Floorplan Lender shall make an amount equal to its
Applicable Used Vehicle
Floorplan Percentage of the amount specified in such Used Vehicle Floorplan Committed
Loan Notice available (including for this purpose Cash Collateral and other credit support
made available with respect to the applicable Used Vehicle Floorplan Swing Line Loan) to the
Administrative Agent in immediately available funds for the account of the Used Vehicle
Swing Line Lender at the Administrative Agent’s Office not later than 2:00 p.m. on the day
specified in such Used Vehicle Floorplan Committed Loan Notice, whereupon, subject to
Section 2.08(c)(ii), each Used Vehicle Floorplan Lender that so makes funds
available shall be deemed to have made a Eurodollar Rate Committed Loan to the Company in
such amount. The Administrative Agent shall remit the funds so received to the Used Vehicle
Swing Line Lender.




     (ii) If for any reason any Used Vehicle Floorplan Swing Line Loan cannot be refinanced
by such a Used Vehicle Floorplan Committed Borrowing in accordance with Section
2.08(c)(i), the request for Eurodollar Rate Used Vehicle Floorplan Committed Loans
submitted by the Used Vehicle Swing Line Lender as set forth herein shall be deemed to be a
request by the Used Vehicle Swing Line Lender that each of the Used Vehicle Floorplan
Lenders fund its risk participation in the relevant Used Vehicle Floorplan Swing Line Loan
and each Lender’s payment to the Administrative Agent for the account of the Used Vehicle
Swing Line Lender pursuant to Section 2.08(c)(i) shall be deemed payment in respect
of such participation.




     (iii) If any Used Vehicle Floorplan Lender fails to make available to the
Administrative Agent for the account of the Used Vehicle Swing Line Lender any amount
required to be paid by such Used Vehicle Floorplan Lender pursuant to the foregoing
provisions of this Section 2.08(c) by the time specified in Section
2.08(c)(i), the Used Vehicle Swing Line Lender shall be entitled to recover from such
Used Vehicle Floorplan Lender (acting through the Administrative Agent), on demand, such
amount with interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to the Used Vehicle Swing Line Lender at
a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the
Used Vehicle Swing Line Lender in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily



57









 







charged by the
Used Vehicle Swing Line Lender in connection with the foregoing. If such Used Vehicle
Floorplan Lender pays such amount (and such Used Vehicle Floorplan Lender has also paid such
interest and fees as aforesaid), such amount (other than any such interest and fees as
aforesaid) so paid shall constitute such Used Vehicle Floorplan Lender’s Loan included in
the relevant Committed Borrowing or funded participation in the relevant Used Vehicle Swing
Line Loan, as the case may be. A certificate of the Used Vehicle Swing Line Lender
submitted to any Used Vehicle Floorplan Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (iii) shall be conclusive absent manifest
error.




     (iv) Each Used Vehicle Floorplan Lender’s obligation to make Used Vehicle Floorplan
Committed Loans or to purchase and fund risk participations in Used Vehicle Floorplan Swing
Line Loans pursuant to this Section 2.08(c) shall be absolute and unconditional and
shall not be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right which such Used Vehicle Floorplan
Lender may have against the Used Vehicle Swing Line Lender, the Company or any other Person
for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Used Vehicle Floorplan Lender’s obligation to
make Used Vehicle Floorplan Committed Loans pursuant to this Section 2.08(c) is
subject to the conditions set forth in Section 4.02. No such funding of risk
participations shall relieve or otherwise impair the obligation of the Company to repay Used
Vehicle Floorplan Swing Line Loans, together with interest as provided herein.



     (d) Repayment of Participations.




     (i) At any time after any Used Vehicle Floorplan Lender has purchased and funded a risk
participation in a Used Vehicle Floorplan Swing Line Loan, if the Used Vehicle Swing Line
Lender receives any payment on account of such Used Vehicle Floorplan Swing Line Loan, the
Used Vehicle Swing Line Lender will distribute to such Used Vehicle Floorplan Lender its
Applicable Used Vehicle Floorplan Percentage of such payment (appropriately adjusted, in the
case of interest payments, to reflect the period of time during which such Used Vehicle
Floorplan Lender’s risk participation was funded) in the same funds as those received by the
Used Vehicle Swing Line Lender.




     (ii) If any payment received by the Used Vehicle Swing Line Lender in respect of
principal or interest on any Used Vehicle Floorplan Swing Line Loan is required to be
returned by the Used Vehicle Swing Line Lender under any of the circumstances described in
Section 10.05 (including pursuant to any settlement entered into by the Used Vehicle
Swing Line Lender in its discretion), each Used Vehicle Floorplan Lender shall pay to the
Used Vehicle Swing Line Lender its Applicable Used Vehicle Floorplan Percentage thereof on
demand of the Administrative Agent, plus interest thereon from the date of such demand to
the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The
Administrative Agent will make such demand upon the request of the Used Vehicle Swing Line
Lender. The obligations of the Used Vehicle Floorplan Lenders under this clause shall
survive the payment in full of the Obligations and the termination of this Agreement.



58









 





     (e) Interest for Account of Used Vehicle Swing Line Lender. The Used Vehicle Swing
Line Lender shall be responsible for invoicing the Company for interest on the Used Vehicle
Floorplan Swing Line Loans. Until each Used Vehicle Floorplan Lender funds its Eurodollar Rate
Committed Loan or risk participation pursuant to this Section 2.08 to refinance such Used
Vehicle Floorplan Lender’s Applicable Used Vehicle Floorplan Percentage of any Used Vehicle
Floorplan Swing Line Loan, interest in respect of such Applicable Used Vehicle Floorplan Percentage
shall be solely for the account of the Used Vehicle Swing Line Lender.



     (f) Payments Directly to Used Vehicle Swing Line Lender. The Company shall make all
payments of principal and interest in respect of the Used Vehicle Floorplan Swing Line Loans
directly to the Used Vehicle Swing Line Lender.



     2.09 Prepayments.



     (a) In addition to the required payments of principal of New Vehicle Floorplan Loans and Used
Vehicle Floorplan Loans set forth in Section 2.11, the Company may, upon notice to the
Administrative Agent, at any time or from time to time voluntarily prepay New Vehicle Floorplan
Committed Loans or Used Vehicle Floorplan Committed Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by the Administrative Agent not
later than 11:00 a.m. on the date of prepayment of such Loans; (ii) any prepayment of Loans shall
be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each
case, if less, the entire principal amount thereof then outstanding. Each such notice shall
specify the date and amount of such prepayment, whether such prepayment is applicable to the New
Vehicle Floorplan Committed Loans or Used Vehicle Floorplan Committed Loans and the Type(s) of
Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its
receipt of each such notice, and of the amount of such Lender’s Applicable New Vehicle Floorplan
Percentage or Applicable Used Vehicle Floorplan Percentage, as applicable, of such prepayment. If
such notice is given by the Company, the Company shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein. Subject to
Section 2.21, each such prepayment of New Vehicle Floorplan Committed Loans of the New
Vehicle Floorplan Lenders shall be applied in accordance with their respective Applicable New
Vehicle Floorplan Percentages. Subject to Section 2.21, each such prepayment of Used
Vehicle Floorplan Committed Loans of the Used Vehicle Floorplan Lenders shall be applied in
accordance with their respective Applicable Used Vehicle Floorplan Percentages.



     (b) The Company may, upon notice to the New Vehicle Swing Line Lender, at any time or from
time to time, voluntarily prepay New Vehicle Floorplan Swing Line Loans in whole or in part without
premium or penalty; provided that such notice must be received by the New Vehicle Swing
Line Lender not later than 2:00 p.m. on the date of the prepayment (or 6:00 p.m. if such
prepayment is accomplished through the Floorplan On-line System). Each such notice shall specify
the date and amount of such prepayment and the New Vehicle(s) (including the make, model and
vehicle identification number of such New Vehicle(s)) attributable to such prepayment. If such
notice is given by the Company, the Company shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the dated specified therein.



59









 





     (c) At any time during which an Autoborrow Agreement is not in effect, the Company may, upon
notice to the Used Vehicle Swing Line Lender (with a copy to the Administrative Agent), at any time
or from time to time, voluntarily prepay Used Vehicle Floorplan Swing Line Loans in whole or in
part without premium or penalty; provided that (i) such notice must be received by the Used
Vehicle Swing Line Lender not later than 1:00 p.m. on the date of the prepayment and (ii) any such
prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the
date and amount of such prepayment. If such notice is given by the Company, the Company shall make
such prepayment and the payment amount specified in such notice shall be due and payable on the
dated specified therein.



     (d) If for any reason the Total New Vehicle Floorplan Outstandings at any time exceed the
Aggregate New Vehicle Floorplan Commitments then in effect, the Borrowers (jointly
and severally) shall immediately prepay New Vehicle Floorplan Loans in an aggregate amount at
least equal to such excess.



     (e) If for any reason the Total Used Vehicle Floorplan Outstandings at any time exceed the
lesser of the Aggregate Used Vehicle Floorplan Commitments then in effect and the Used Vehicle
Borrowing Base then in effect (including the Used Vehicle Borrowing Base in effect after giving pro
forma effect to any Disposition or Removed Franchise required to be reported pursuant to
Sections 6.02(c) and Sections 6.03(g)), the Company shall immediately prepay Used
Vehicle Floorplan Loans in an aggregate amount at least equal to such excess.



     (f) If for any reason the Outstanding Amount of any New Vehicle Floorplan Swing Line Loans
exceeds either any applicable Within Line Limitation (unless otherwise agreed to by the New Vehicle
Swing Line Lender) or the New Vehicle Floorplan Swing Line Sublimit, the Borrowers (jointly and
severally) shall immediately prepay such New Vehicle Floorplan Swing Line Loans in an aggregate
amount at least equal to such excess.



     (g) If for any reason the aggregate Outstanding Amount of Used Vehicle Floorplan Swing Line
Loans exceeds the Used Vehicle Floorplan Swing Line Sublimit, the Company shall immediately prepay
Used Vehicle Floorplan Swing Line Loans in an aggregate amount at least equal to such excess.



     (h) Prepayments made in respect of any New Vehicle Floorplan Loan must specify the applicable
New Vehicle Borrower and New Vehicle(s) (including the make, model and vehicle identification
number of such New Vehicle(s)) attributable to such prepayment.



     2.10 Termination or Reduction of Commitments. The Company may, upon notice to the
Administrative Agent, terminate the Aggregate New Vehicle Floorplan Commitments or the Aggregate
Used Vehicle Floorplan Commitments, or from time to time permanently reduce the Aggregate New
Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments; provided
that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 30
days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an
aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) if,
after giving effect to any reduction of the Aggregate New Vehicle Floorplan Commitments, the New
Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate New Vehicle Floorplan
Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (iv) if,
after giving effect to any reduction of the Aggregate Used Vehicle Floorplan Commitments, the Used
Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate Used Vehicle Floorplan
Commitments, such Sublimit shall be



60









 







automatically reduced by the amount of such excess, and (v)
following any such reduction, no more than 15% of the Aggregate Commitments may be allocated to the
Aggregate Used Vehicle Floorplan Commitments. In connection with any reduction of the Aggregate
New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Lender in its discretion
may suspend and/or terminate all or a portion of the then outstanding Payment Commitments or Payoff
Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds
to the size of said reduction. The Administrative Agent will promptly notify the applicable
Lenders of any such notice of termination or reduction of the Aggregate New Vehicle Floorplan
Commitments or Aggregate Used Vehicle Floorplan
Commitments. Any reduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate
Used Vehicle Floorplan Commitments shall be applied to the Commitment of each Lender in accordance
with (x) its respective Applicable New Vehicle Floorplan Percentage and (y) its respective
Applicable Used Vehicle Floorplan Percentage, as the case may be. All fees and interest accrued
under the New Vehicle Floorplan Facility as of the effective date of any termination of the
Aggregate New Vehicle Floorplan Commitments shall be paid on the effective date of such
termination; provided that, interest due and payable to the New Vehicle Swing Line Lender
(in such capacity) shall be due and payable pursuant to terms acceptable to the New Vehicle Swing
Line Lender in its sole discretion. All fees and interest accrued under the Used Vehicle Floorplan
Facility as of the effective date of any termination of the Aggregate Used Vehicle Floorplan
Commitments shall be paid on the effective date of such termination; provided that,
interest due and payable to the Used Vehicle Swing Line Lender (in such capacity), shall be due
and payable pursuant to terms acceptable to the Used Vehicle Swing Line Lender in its sole
discretion.



     2.11 Repayment of Loans.



     (a) Repayment of New Vehicle Floorplan Loans.




     (i) The New Vehicle Borrowers (jointly and severally) shall repay the New Vehicle
Floorplan Committed Loans on the Maturity Date.




     (ii) The New Vehicle Borrowers (jointly and severally) shall repay each New Vehicle
Floorplan Swing Line Loan (x) no less frequently than twice in any calendar month, (y) at
any time on demand by the New Vehicle Swing Line Lender and (z) on the Maturity Date.




(iii) (A) The New Vehicle Borrowers (jointly and severally) shall pay in full an
amount equal to the New Vehicle Floorplan Loan with respect to any New Vehicle that
has been sold by any New Vehicle Borrower upon the earliest to occur of: (A) (1)
with respect to New Vehicles other than those described in clause (2) or (3) below,
five (5) Business Days after the sale thereof, (2) with respect to Fleet Vehicles,
within thirty (30) days of the date of sale and, (3) with respect to New Vehicles
financed by a consumer lease agreement, within ten (10) days of the date such New
Vehicle was sold (or possession of the New Vehicle



61









 







transferred to the buyer, if
earlier), and (B) in all cases, no later than two (2) Business Days following
receipt of proceeds from the sale thereof. With respect to each New Vehicle that
has not been sold, the New Vehicle Borrowers (jointly and severally) shall pay in
full an amount equal to (i) in the case of any such New Vehicle held as Inventory,
beginning 12 months after the date such New Vehicle is Deemed Floored, monthly
payments of 10% of the original amount of the New Vehicle Floorplan Loan relating to
such New Vehicle, with the final payment for all amounts then outstanding under such
New Vehicle Floorplan Loan due 15 months after the date such New Vehicle is Deemed
Floored, and (ii) in the case of each Demonstrator, Rental Vehicle, Service Loaner
Vehicle and other mileaged Vehicle, beginning the date such New Vehicle is Deemed
Floored, monthly payments of 2% of the original amount of the New Vehicle Floorplan
Loan
relating to such New Vehicle, with the final payment for all amounts then
outstanding under such New Vehicle Floorplan Loan due 24 months after the date such
New Vehicle is Deemed Floored. Upon the funding thereof, any New Vehicle Floorplan
Overdraft shall be due and payable in full by the New Vehicle Borrowers on the next
following Business Day.




(B) If any Loan Party sells all or substantially all of the assets of a dealership
or franchise to a Person other than a New Vehicle Borrower (each such sale being
referred to as a “Dealership Sale”), then the New Vehicle Borrowers (jointly
and severally) shall pay in full an amount equal to the outstanding New Vehicle
Floorplan Loan, if any, with respect to each New Vehicle that had been owned by (or
identified as an asset on the books or records of) such dealership or franchise
immediately prior to such Dealership Sale, which payment shall be made no later than
five (5) Business Days following the receipt of proceeds from such Dealership Sale
(whether or not such New Vehicle was sold in connection with such Dealership Sale).




(C) If the Company terminates the designation of a Subsidiary as a “New Vehicle
Borrower” with respect to any Removed Franchise in accordance with Section
2.19(e), then the New Vehicle Borrowers (jointly and severally) shall (1) repay
each New Vehicle Floorplan Committed Loan and each New Vehicle Floorplan Swingline
Loan with respect to any New Vehicle that is subsequently financed by Permitted Silo
Indebtedness at such Removed Franchise immediately upon the applicable date (each
such date, a “Silo Financing Commencement Date”) such Subsidiary begins to
finance New Vehicles through Permitted Silo Indebtedness as permitted by Section
2.19(e), and (2) repay (within five (5) Business Days after the applicable Silo
Financing Commencement Date) any New Vehicle Floorplan Committed Loan or New Vehicle
Floorplan Swingline Loan with respect to any other Vehicle that is owned by any
respective Removed Franchise on or after the applicable Silo Financing Commencement
Date.




     (iv) Payments required to be made by any New Vehicle Borrower as set forth in
Section 2.11(a)(i) and (ii) shall be applied in the following order: (1)
first, to the outstanding principal balance and then to accrued interest on any New Vehicle
Floorplan Overdraft, (2) second, to the outstanding principal balance of New Vehicle
Floorplan



62









 







Swing Line Loans, and (3) finally, to the remaining outstanding principal balance
of the New Vehicle Floor Plan Committed Loans. Payments required to be made by any New
Vehicle Borrower as set forth in Section 2.11(a)(iii) shall be applied first to the
outstanding principal balance and then to accrued interest on the New Vehicle Floorplan Loan
with respect to such New Vehicle, and then in the order set forth in the sentence above.




     (v) In the event of any disputed or duplicate New Vehicle Floorplan Loan (each a
“Disputed Existing Loan”) being refinanced or paid down by any New Vehicle Floorplan
Committed Loan or New Vehicle Floorplan Swing Line Loan in reliance on information provided
by the Company, any Subsidiary or any existing lender pursuant to any audit completed under
Section 4.01(a)(xix), the Borrowers will (jointly and
severally) upon demand, repay any New Vehicle Floorplan Committed Loan or New Vehicle
Floorplan Swing Line Loan related to such Disputed Existing Loan, including accrued interest
with respect to such New Vehicle Floorplan Committed Loan or New Vehicle Floorplan Swing
Line Loan, regardless of whether such Disputed Existing Loan has been resolved with the
prior lender.




     (vi) Without limiting any other rights or obligations hereunder, interest, curtailment
and other payments then due pursuant to this Section 2.11(a) or Section
2.13(b) shall be automatically debited on the Automatic Debit Date of each month from a
deposit account maintained by the applicable New Vehicle Borrower with Bank of America
pursuant to the Floorplan On-line System (provided that if there are not sufficient funds in
such account to pay such amounts, then the New Vehicle Borrowers, jointly and severally,
shall pay such amounts in cash when due).




     (vii) Payments made in respect of any New Vehicle Floorplan Loan must specify the
applicable New Vehicle Borrower and New Vehicle(s) (including the make, model and vehicle
identification number of such New Vehicle(s)) attributable to such payment.



     (b) Repayment of Used Vehicle Floorplan Loans.




     (i) The Company shall repay each Used Vehicle Floorplan Committed Loan on the Maturity
Date.




     (ii) At any time an Autoborrow Agreement is in effect, Used Vehicle Floorplan Swing
Line Loans shall be repaid in accordance with the terms of such Autoborrow Agreement. At
any time an Autoborrow Agreement is not in effect, the Company shall repay each Used Vehicle
Floorplan Swing Line Loan (x) no less frequently than twice in any calendar month, (y) at
any time on demand by the Used Vehicle Swing Line Lender and (z) on the Maturity Date.



     2.12 Interest.



     (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall
bear interest on the outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Eurodollar Rate plus the Applicable Rate; and (ii) each Base



63









 







Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.




(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, such
amount shall thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.




     (ii) If any amount (other than principal of any Loan) payable by any Borrower under any
Loan Document is not paid when due (without regard to any applicable grace
periods), whether at stated maturity, by acceleration or otherwise, then upon the
request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.




     (iii) Upon the request of the Required Lenders, while any Event of Default exists, each
Borrower, jointly and severally, shall pay interest on the principal amount of all
outstanding Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.




     (iv) Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.



     (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be
due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.



     2.13 Fees.



     (a) Commitment Fees. The Borrowers (jointly and severally) shall pay to the
Administrative Agent for the account of each New Vehicle Floorplan Lender in accordance with its
Applicable New Vehicle Floorplan Percentage, a commitment fee equal to the Applicable Rate
times the actual daily amount by which the Aggregate New Vehicle Floorplan Commitments
exceed the Outstanding Amount of New Vehicle Floorplan Committed Loans. The Company shall pay to
the Administrative Agent for the account of each Used Vehicle Floorplan Lender in accordance with
its Applicable Used Vehicle Floorplan Percentage, a commitment fee equal to the Applicable Rate
times the actual daily amount by which the Aggregate Used Vehicle Floorplan Commitments
exceed the Outstanding Amount of Used Vehicle Floorplan Committed Loans. The commitment fees
shall accrue at all times during the Availability Period, including at any time during which one or
more of the conditions in Article IV is not met, and shall be due and payable quarterly in
arrears on the Automatic Debit Date after the end of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the Maturity Date. The
commitment fees shall be calculated quarterly in arrears, and if there is any change in the
respective Applicable Rate during any quarter, the actual daily amount shall be computed and
multiplied by such Applicable Rate



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separately for each period during such quarter that such
Applicable Rate was in effect. New Vehicle Floorplan Swing Line Loans and Used Vehicle Floorplan
Swing Line Loans shall not be included in calculating the Outstanding Amount of New Vehicle
Floorplan Committed Loans or Used Vehicle Floorplan Committed Loans used in determining the
commitment fees set forth above.




(b) Other Fees. (i) The Company shall pay to the Arranger and the Administrative
Agent for their own respective accounts fees in the amounts and at the times specified in
the Bank of America Letter. Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.




     (ii) The Company shall pay to the Lenders such fees as shall have been separately
agreed upon in writing in the amounts and at the times so specified. Such fees shall be
fully earned when paid and shall not be refundable for any reason whatsoever.



     2.14 Computation of Interest and Fees. All computations of interest for Base Rate Loans
(including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the
basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year and actual days
elapsed (which results in more fees or interest, as applicable, being paid than if computed on the
basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day on which it is made
shall, subject to Section 2.16(a), bear interest for one day. Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.



     2.15 Evidence of Debt.



     (a) The Borrowings made by each Lender shall be evidenced by one or more accounts or records
maintained by such Lender and by the Administrative Agent in the ordinary course of business. The
accounts or records maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Borrowings made by the Lenders to the Borrowers and the
interest and payments thereon. Any failure to so record or any error in doing so shall not,
however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount
owing with respect to the Obligations. In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the Administrative Agent in
respect of such matters, the accounts and records of the Administrative Agent shall control in the
absence of manifest error. Upon the request of any Lender made through the Administrative Agent,
the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note,
which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may
attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and
maturity of its Loans and payments with respect thereto.



     (b) In addition to the accounts and records referred to in subsection (a), each Lender and the
Administrative Agent shall maintain in accordance with its usual practice accounts or



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records
evidencing the purchases and sales by such Lender of participations in New Vehicle Floorplan Swing
Line Loans and Used Vehicle Floorplan Swing Line Loans. In the event of any conflict between the
accounts and records maintained by the Administrative Agent and the accounts and records of any
Lender in respect of such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error.



     2.16 Payments Generally; Administrative Agent’s Clawback.



     (a) General. All payments to be made by any Borrower shall be made without condition
or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly
provided herein, all payments by any Borrower hereunder shall be made to the
Administrative Agent, for the account of the respective Lenders to which such payment is owed,
at the Administrative Agent’s Office in Dollars and in immediately available funds not later than
2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each
Lender its Applicable New Vehicle Floorplan Percentage or Applicable Used Vehicle Floorplan
Percentage, as applicable (or other applicable share as provided herein) of such payment in like
funds as received by wire transfer to such Lender’s Lending Office. All payments received by the
Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day
and any applicable interest or fee shall continue to accrue. If any payment to be made by any
Borrower shall come due on a day other than a Business Day, payment shall be made on the next
following Business Day, and such extension of time shall be reflected in computing interest or
fees, as the case may be.




(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to 12:00 noon on the
date of any Committed Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in accordance
with Section 2.02 or Section 2.07 and may (but shall be under no obligation
to), in reliance upon such assumption, make available to the Company or applicable New
Vehicle Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Committed Borrowing available to the Administrative Agent, then
the applicable Lender, the Company and the other Borrowers jointly and severally agree to
pay to the Administrative Agent forthwith on demand such corresponding amount in immediately
available funds with interest thereon, for each day from and including the date such amount
is made available to the Company or applicable New Vehicle Borrower to but excluding the
date of payment to the Administrative Agent, at (A) in the case of a payment to be made by
such Lender, the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation,
plus any administrative, processing or similar fees customarily charged by the
Administrative Agent in connection with the foregoing and (B) in the case of a payment to be
made by the Company or any other Borrower, the interest rate applicable to Base Rate Loans.
If the Company or any other Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative Agent shall
promptly remit to the Company or applicable New Vehicle Borrower the amount of such interest
paid by the Company or such Borrower for such period. If such Lender pays its share of the



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applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall
constitute such Lender’s Loan included in such Committed Borrowing. Any payment by the
Company or any other Borrower shall be without prejudice to any claim the Company or any
other Borrower may have against a Lender that shall have failed to make such payment to the
Administrative Agent.




     (ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from the Company (on its own behalf or on
behalf of another Borrower) prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that such Borrower
will not make such payment, the Administrative Agent may assume that such Borrower has
made such payment on such date in accordance herewith and may (but shall be under no
obligation to), in reliance upon such assumption, distribute to the Lenders the amount due.
In such event, if such Borrower has not in fact made such payment, then each of the Lenders
severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender, in immediately available funds with interest thereon, for each
day from and including the date such amount is distributed to it to but excluding the date
of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation.



     A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount
owing under this subsection (b) shall be conclusive, absent manifest error.



     (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in
the foregoing provisions of this Article II, and such funds are not made available to such
Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth
in Article IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from such Lender) to such
Lender, without interest.



     (d) Obligations of New Vehicle Floorplan Lenders Several. The obligations of the New
Vehicle Floorplan Lenders hereunder to make New Vehicle Floorplan Committed Loans, to fund
participations in New Vehicle Floorplan Swing Line Loans and to make payments pursuant to
Section 10.04(c) are several and not joint. The failure of any New Vehicle Floorplan





Lender to make any New Vehicle Floorplan Committed Loan, to fund any such participation or to make
any payment under Section 10.04(c) on any date required hereunder shall not relieve any
other New Vehicle Floorplan Lender of its corresponding obligation to do so on such date, and no
New Vehicle Floorplan Lender shall be responsible for the failure of any other New Vehicle
Floorplan Lender to so make its New Vehicle Floorplan Committed Loan, to purchase its participation
or to make its payment under Section 10.04(c).



     (e) Obligations of Used Vehicle Floorplan Lenders Several. The obligations of the
Used Vehicle Floorplan Lenders hereunder to make Used Vehicle Floorplan Committed Loans, to fund
participations in Used Vehicle Floorplan Swing Line Loans and to make payments pursuant to
Section 10.04(c) are several and not joint. The failure of any Used Vehicle Floorplan
 

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Lender to make any Used Vehicle Floorplan Committed Loan, to fund any such participation or to make
any payment under Section 10.04(c) on any date required hereunder shall not relieve any
other Used Vehicle Floorplan Lender of its corresponding obligation to do so on such date, and no
Used Vehicle Floorplan Lender shall be responsible for the failure of any other Used Vehicle
Floorplan Lender to so make its Used Vehicle Floorplan Committed Loan, to purchase its
participation or to make its payment under Section 10.04(c).



     (f) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain
the funds for any Loan in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any particular place or
manner.



     2.17 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff
or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of
the New Vehicle Floorplan Committed Loans or Used Vehicle Floorplan Committed Loans made by it, or
the participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line
Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate
amount of such New Vehicle Floorplan Committed Loans or Used Vehicle Floorplan Committed Loans or
participations and accrued interest thereon greater than its pro rata share thereof
as provided herein, then the Lender receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase from the other applicable Lenders (in the
respective New Vehicle Floorplan Facility or Used Vehicle Floorplan Facility (for cash at face
value) participations in the applicable New Vehicle Floorplan Committed Loans or Used Vehicle
Floorplan Committed Loans and subparticipations in New Vehicle Floorplan Swing Line Loans or Used
Vehicle Floorplan Swing Line Loans of the other Lenders, or make such other adjustments as shall be
equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on their respective New
Vehicle Floorplan Committed Loans and Used Vehicle Floorplan Committed Loans and other amounts
owing them, provided that:




     (i) if any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the extent of such
recovery, without interest; and




     (ii) the provisions of this Section shall not be construed to apply to (x) any payment
made by or on behalf of any Borrower pursuant to and in accordance with the express terms of
this Agreement (including the application of funds arising from the existence of a
Defaulting Lender, (y) the application of Cash Collateral in respect of obligations relating
to New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans
provided for in Section 2.20, or (z) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its New Vehicle
Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans or subparticipations
in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans, as the
case may be, to any assignee or participant, other than an assignment, participation or
subparticipation to the Company or any Subsidiary thereof (as to which the provisions of
this Section shall apply).



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     Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of such Borrower in the amount
of such participation.



     2.18 Increase in Commitments.



     (a) Request for Increase. Provided there exists no Default nor any Revolving Default,
upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may
from time to time, request an increase in the Aggregate Commitments by an amount for all such
requests, not exceeding $175,000,000 in the aggregate, provided that the Company may make a
maximum of five (5) such requests. Such increase shall be allocated between the Aggregate New
Vehicle Floorplan Commitments and the Aggregate Used Vehicle Floorplan Commitments as requested by
the Company and specified in its notice, provided that, following any such increase, no
more than 15% of the Aggregate Commitments may be allocated to the Aggregate Used Vehicle Floorplan
Commitments. At the time of sending any such notice, the Company (in consultation with the
Administrative Agent) shall specify (x) the time period within which each Lender is requested to
respond (which shall in no event be less than ten Business Days from the date of delivery of such
notice to the Lenders) and (y) whether the requested increase is for the New Vehicle Floorplan
Commitments or the Used Vehicle Floorplan Commitments.



     (b) Lender Elections to Increase. Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its respective Commitment, and, if so,
whether by an amount equal to, greater than, or less than its Applicable Percentage of such
requested increase. Any Lender not responding within such time period shall be deemed to have
declined to increase its Commitment.



     (c) Notification by Administrative Agent; Additional Lenders. The Administrative
Agent shall notify the Company and each Lender of the Lenders’ responses to each request made
hereunder. To achieve the full amount of a requested increase and subject to the approval of the
Administrative Agent (which approvals shall not be unreasonably withheld), the Company may also
invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and
substance satisfactory to the Administrative Agent and its counsel.



     (d) Effective Date and Allocations. If the Aggregate Commitments are increased in
accordance with this Section, the Administrative Agent and the Company shall determine the
effective date (the “Increase Effective Date”) and the final allocation of such increase.
The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation
of such increase and the Increase Effective Date.



     (e) Conditions to Effectiveness of Increase. As a condition precedent to such
increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party
dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a
Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such
Loan Party approving or consenting to such increase, and (ii) in the case of the Company,



69









 







certifying that, before and after giving effect to such increase, (A) the representations and
warranties contained in Article V and the other Loan Documents are true and correct on and
as of the Increase Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct as of such earlier
date, and except that for purposes of this Section 2.18, the representations and warranties
contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most
recent statements
furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no
Default exists and (C) no Revolving Default exists. The Borrowers shall prepay any New Vehicle
Floorplan Committed Loans or Used Vehicle Floorplan Committed Loans, as applicable, outstanding on
the Increase Effective Date to the extent necessary to keep the outstanding New Vehicle Floorplan
Committed Loans or Used Vehicle Floorplan Committed Loans, as applicable, ratable with any revised
Applicable Percentages arising from any nonratable increase in the New Vehicle Floorplan
Commitments or Used Vehicle Floorplan Commitments, as the case may be, under this Section.



     (f) Conflicting Provisions. This Section shall supersede any provisions in
Sections 2.17 or 10.01 to the contrary.



     2.19 New Vehicle Borrowers.



     (a) Effective as of the date hereof, each Subsidiary that has executed this Agreement shall be
a “New Vehicle Borrower” hereunder and may receive New Vehicle Floorplan Loans for its account on
the terms and conditions set forth in this Agreement.



     (b) If any Subsidiary engages in the sale or leasing of New Vehicles and the Company wishes to
designate such Subsidiary as a New Vehicle Borrower, the Company shall deliver to the
Administrative Agent, pursuant to Section 6.14 or otherwise, a Joinder Agreement executed
by such Subsidiary identifying such Subsidiary as a New Vehicle Borrower; provided that a
New Vehicle Borrower shall not be required to execute a Joinder Agreement if such New Vehicle
Borrower has executed and delivered this Agreement on the Closing Date. The parties hereto
acknowledge and agree that prior to any such Subsidiary becoming entitled to utilize the credit
facilities provided for in Sections 2.01 through 2.03 the Administrative Agent, the
New Vehicle Swing Line Lender, and the other Lenders shall have received the documents required by
Section 6.14. If the Administrative Agent and the New Vehicle Swing Line Lender agree that
such Subsidiary shall be entitled to receive New Vehicle Floorplan Loans hereunder, then promptly
following receipt of all such documents required by Section 6.14, the Administrative Agent
shall send a notice in substantially the form of
Exhibit K (a “New Vehicle Borrower
Notice”) to the Company and the Lenders specifying the effective date upon which such
Subsidiary shall constitute a New Vehicle Borrower for purposes hereof, whereupon each of the New
Vehicle Floorplan Lenders agrees to permit such New Vehicle Borrower to receive New Vehicle
Floorplan Loans hereunder, on the terms and conditions set forth herein, and each of the parties
agrees that such New Vehicle Borrower otherwise shall be a Borrower for all purposes of this
Agreement.



     (c) Notwithstanding any other provision of this Agreement, each New Vehicle Borrower shall be
jointly and severally liable as a primary obligor, and not merely as surety, for any and all
Obligations under the New Vehicle Floorplan Facility now or hereafter owed to the



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Administrative
Agent, the New Vehicle Swing Line Lender and the New Vehicle Floorplan Lenders, whether voluntary
or involuntary and however arising, whether direct or acquired by any Lender by assignment or
succession, whether due or not due, absolute or contingent, liquidated or unliquidated, determined
or undetermined (such Obligations, the “New Vehicle Borrowers’ Liabilities”).



     (d) Each New Vehicle Borrower expressly waives any and all defenses now or hereafter arising
or asserted by reason of (i) any lack of legality, validity or enforceability of this 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 any of the Obligations or any guaranty of any of
the New Vehicle Borrowers’ Liabilities (the Loan Documents and all such other agreements and
instruments being collectively referred to as the “Related Agreements”); (ii) 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; (iii) any acceleration of the maturity of any of the New Vehicle
Borrowers’ Liabilities or of any other obligations or liabilities of any Person under any of the
Related Agreements; (iv) any release, exchange, non-perfection, lapse in perfection, disposal,
deterioration in value, or impairment of any security for any of the New Vehicle Borrowers’
Liabilities, or for any other obligations or liabilities of any Person under any of the Related
Agreements; (v) any dissolution of any Borrower, any Loan Party or any other party to a Related
Agreement, or the combination or consolidation of any Borrower, any 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 Borrower, any Loan Party or any other party to a Related Agreement; (vi) 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 facilities available under, this Agreement, any of the Notes or any
other Loan Document or any other Related Agreement, in whole or in part; (vii) the existence,
addition, modification, termination, reduction or impairment of value, or release of any other
guaranty (or security therefor) of the New Vehicle Borrowers’ Liabilities; (viii) any waiver of,
forbearance or indulgence under, or other consent to any change in or departure from any term or
provision contained in this 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 New
Vehicle Borrowers’ Liabilities, or any of the obligations or liabilities of any party to any other
Related Agreement; and (ix) any other circumstance whatsoever (with or without notice to or
knowledge of such New Vehicle Borrower) which may or might in any manner or to any extent vary the
risks of such New Vehicle Borrower, 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 Borrower or any other Loan Party or to any collateral in
respect of the New Vehicle Borrowers’ Liabilities. It is the express purpose and intent of the
parties hereto that the joint and several liability of each New Vehicle Borrower for the New
Vehicle Borrowers’ Liabilities shall be absolute and unconditional under any and all circumstances
and shall not be discharged except by payment as herein provided. Notwithstanding the foregoing,
the liability of each New Vehicle Borrower with respect to its New Vehicle Borrowers’ Liabilities
shall be limited to an aggregate amount equal to the largest amount that would not render its
obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United
States or any comparable provisions of any applicable state law.



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     (e) The Company shall be permitted to terminate the designation of a Subsidiary as a “New
Vehicle Borrower” with respect to any particular franchise (any such franchise, a “Removed
Franchise”) and redesignate such Subsidiary as a “Dual Subsidiary” or a “Silo Subsidiary”, as
applicable, in order to finance New Vehicles through Permitted Silo Indebtedness
so long as (i) the Company has (x) delivered notice of such request to the Administrative
Agent, (y) in the case of a Dual Subsidiary, executed and delivered acknowledgements (in form and
substance reasonably acceptable to the Administrative Agent) of such Subsidiary’s continuing
Obligations under the Loan Documents (including pursuant to the Subsidiary Guaranty) as requested
by the Administrative Agent and (z) prepaid all outstanding New Vehicle Floorplan Loans with
respect to such redesignation as required by Section 2.11(a)(iii)(C) and otherwise complied
with Section 7.17 or 7.18, as applicable, (ii) such Subsidiary otherwise qualifies
as a “Silo Subsidiary” or a “Dual Subsidiary”, as applicable, entitled to incur Permitted Silo
Indebtedness pursuant to the terms of the Agreement at the time of such redesignation, and (iii) no
Default or Event of Default then exists or will result therefrom. Following any such
redesignation, (i) such Subsidiary shall no longer be entitled to utilize the credit facilities
provided for in Sections 2.01 through 2.03 with respect to any Removed Franchise
and (ii) the Company shall no longer be permitted to include any of the assets of such Subsidiary
in the Used Vehicle Borrowing Base.



     (f) Each Subsidiary that is or becomes a “New Vehicle Borrower” pursuant to this Section
2.19 hereby irrevocably appoints the Company as its agent for all purposes relevant to this
Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices,
(ii) the execution and delivery of all documents, instruments and certificates contemplated herein
and all modifications hereto, and (iii) the receipt of the proceeds of any New Vehicle Floorplan
Loans made by the Lenders to any such New Vehicle Borrower hereunder. Any acknowledgment, consent,
direction, certification or other action which might otherwise be valid or effective only if given
or taken by all Borrowers, or by any Borrower acting singly, shall be valid and effective if given
or taken only by the Company, whether or not any such other Borrower joins therein. Any notice,
demand, consent, acknowledgement, direction, certification or other communication delivered to the
Company in accordance with the terms of this Agreement shall be deemed to have been delivered to
the Company and each New Vehicle Borrower.



     2.20 Cash Collateral and Other Credit Support.



     (a) Grant of Security Interest. All Cash Collateral (other than credit support not
constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit
accounts at Bank of America. The Borrowers, and to the extent provided by any Lender, such Lender,
hereby grants to the Administrative Agent, for the benefit of the Administrative Agent and the
Lenders (including the New Vehicle Swing Line Lender and the Used Vehicle Floorplan Lender), a
security interest in all such cash, deposit accounts and all balances therein, and all other
property so provided as collateral pursuant hereto, and in all proceeds of the foregoing. If at
any time the Administrative Agent determines that Cash Collateral is subject to any right or claim
of any Person other than the Administrative Agent as herein provided, or that the total amount of
such Cash Collateral is less than that required to eliminate the applicable Fronting Exposure, the
Borrowers (jointly and severally) or the relevant Defaulting Lender will, promptly



72









 







upon demand by
the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in
an amount sufficient to eliminate the applicable Fronting Exposure.



     (b) Application. Notwithstanding anything to the contrary contained in this Agreement,
Cash Collateral under any of this Section 2.20 or Sections 2.03 or 2.08 in
respect of
New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans shall be
held and applied to the satisfaction of the specific New Vehicle Floorplan Swing Line Loans, Used
Vehicle Floorplan Swing Line Loans or obligations to fund participations therein (including, as to
Cash Collateral provided by a Defaulting Lender, interest accrued on such obligation) for which the
Cash Collateral or other credit support was so provided, prior to any other application of such
property as may be provided for herein.



     (c) Release. Cash Collateral provided pursuant to any of the Sections referred to in
Section 2.20(b) shall be released (except (i) as may be agreed to among the parties
posting, and the New Vehicle Floorplan Swing Line Lender or the Used Vehicle Floorplan Swing Line
Lender benefitting from, such Cash Collateral and (ii) Cash Collateral provided by or on behalf of
a Loan Party shall not be released during the continuance of a Default or Event of Default)
promptly following the payment or satisfaction of the obligations giving rise to delivery of such
Cash Collateral, or, as to Cash Collateral provided pursuant to Sections 2.03 or 2.08, such earlier
date as (A) the status of the applicable Lender as a Defaulting Lender shall be terminated or (B)
the Administrative Agent shall determine in good faith that there remain outstanding no actual or
potential Defaulting Lender funding obligations as to which the benefitted New Vehicle Swing Line
Lender or Used Vehicle Swing Line Lender desires to maintain Cash Collateral.



     2.21 Defaulting Lenders. Adjustments. Notwithstanding anything to the contrary
contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as
such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:




     (i) Waivers and Amendments. Such Defaulting Lender’s right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement shall be
restricted as set forth in Section 10.01.




     (ii) Reallocation of Payments. Any payment of principal, interest, fees or
other amounts received by the Administrative Agent for the account of such Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and
including any amounts made available to the Administrative Agent by such Defaulting Lender
pursuant to Section 10.08), shall be applied by the Administrative Agent as follows;
first, as to any payment made in respect of principal of Loans, ratably to the principal
amount of New Vehicle Floorplan Committed Loans and Used Vehicle Floorplan Committed Loans,
as applicable, of other Lenders as if such Defaulting Lender had no Loans outstanding, until
such time as the Outstanding Amount of New Vehicle Floorplan Committed Loans and Used
Vehicle Floorplan Committed Loans of each Lender, as applicable, shall equal its pro rata
share thereof based on its Applicable Percentage (without giving effect to Section
2.21(a)(iv)); second, to any amounts (including interest thereon) owed hereunder by such
Defaulting Lender to the Administrative Agent; third, to any amounts (including interest
thereon) owed hereunder by such Defaulting Lender to the New Vehicle Swing Line Lender or
the Used Vehicle



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Swing Line Lender (to the extent the Administrative Agent has received
notice thereof), ratably to the Persons entitled thereto; fourth, to the posting of Cash
Collateral (or funding of participations, as applicable) in respect of its Applicable
Percentage (without giving effect to Section 2.21(a)(iv)) of New Vehicle Floorplan
Swing Line Loans or Used Vehicle
Floorplan Swing Line Loans, (x) ratably to the New Vehicle
Swing Line Lender
and the Used Vehicle Swing Line Lender in accordance with their respective applicable
Fronting Exposures and (y) thereafter, to reduce ratably any reallocation of Applicable
Percentages of other Lenders previously effected under Section 2.21(a)(iv); and fifth, to
the Defaulting Lender or otherwise as required by applicable Law. Any payments, prepayments
or other amounts paid or payable to a Defaulting Lender that are applied to pay amounts owed
by a Defaulting Lender or to post Cash Collateral pursuant to this subsection
2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each
Lender irrevocably consents hereto.




     (iii) Certain Fees. Such Defaulting Lender (i) shall not be entitled to receive
any commitment fee pursuant to Section 2.13(a) for any period during which such
Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee
that otherwise would have been required to have been paid to such Defaulting Lender).




     (iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During
any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line
Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash
Collateral pursuant to Section 2.03 or 2.08, then upon the request of the
New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the
Administrative Agent, for purposes of computing the amount of the obligation of each
non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan
Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections
2.03 and 2.08, the “Applicable Percentage” of each non-Defaulting Lender shall
be computed without giving effect to the Commitment of such Defaulting Lender;
provided, that, (i) each such reallocation shall be given effect only if, at the
initial date thereof, no Default or Event of Default shall have occurred and be continuing;
(ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or
fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed the positive
difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting
Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans
of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all
other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation),
(iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or
fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive
difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting
Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed
Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of
all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such
reallocation).



     (b) Defaulting Lender Cure. If the Company, the Administrative Agent, the New Vehicle Swing
Line Lender and the Used Vehicle Swing Line Lender agree in writing in their



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reasonable discretion
that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative
Agent will so notify the parties hereto, whereupon as of the effective date specified in such
notice and subject to any conditions set forth therein (which may include arrangements with respect
to any Cash Collateral), such Lender will, to the extent applicable,
purchase such portion of outstanding Loans of the other Lenders or take such other actions as
the Administrative Agent may determine to be necessary to cause the New Vehicle Floorplan Committed
Loans, Used Vehicle Floorplan Committed Loans and funded and unfunded participations in New Vehicle
Swing Line Loans and Used Vehicle Swing Line Loans to be held on a pro rata basis by the Lenders in
accordance with their Applicable Percentages (without giving effect to Section
2.21(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender (and the Applicable
Percentages of each Lender will automatically be adjusted on a prospective basis to reflect the
foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or
payments made by or on behalf of any Borrower while such Lender was a Defaulting Lender; and
provided, further, that except to the extent otherwise expressly agreed by the
affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from such Lender’s having been a Defaulting
Lender.



ARTICLE IIA

SECURITY




     2A.01 Security. As security for the full and timely payment and performance of all
Obligations, each Borrower shall, and shall cause all other Loan Parties to, on or before the
Closing Date, do or cause to be done all things reasonably necessary in the opinion of the
Administrative Agent and its counsel to grant to the Revolving Administrative Agent for the benefit
of the Secured Parties a duly perfected security interest in all Collateral subject to no prior
Lien or other encumbrance except as expressly permitted hereunder or under the other Loan Documents
and with the priority identified in the Security Instruments. Without limiting the foregoing, each
Borrower shall deliver, and shall cause each other applicable Loan Party to deliver, to the
Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, (a)
the Security Agreement and the Master Intercreditor Agreement and (b) UCC financing statements in
form, substance and number as requested by the Administrative Agent, reflecting the Lien in favor
of the Revolving Administrative Agent for the benefit of the Secured Parties on the Collateral. In
addition, and without limiting the foregoing, each Borrower shall take and cause each other Loan
Party to take such further action, and deliver or cause to be delivered such further documents and
instruments, as required by the Security Instruments or otherwise as the Administrative Agent may
reasonably request to create, perfect and maintain the effectiveness and priority of the Liens
contemplated by this Article IIA and each of the Security Instruments.



     2A.02 Further Assurances. At the request of the Administrative Agent from time to time, each
Borrower will or will cause all other Loan Parties, as the case may be, to execute, by their
respective Responsible Officers, alone or with the Administrative Agent, or the Revolving
Administrative Agent, any certificate, instrument, financing statement, control agreement,
statement or document, or to procure any certificate, instrument, statement or document or to take
such other action (and pay all related costs) which the Administrative Agent reasonably



75









 







deems
necessary from time to time to create, continue or preserve the Liens in Collateral (and the
perfection and priority thereof) of the Revolving Administrative Agent for the benefit of the
Secured Parties contemplated hereby and
by the other Loan Documents and specifically including all Collateral acquired by any Borrower
or any other Loan Party after the Closing Date and all Collateral moved to or from time to time
located at locations owned by third parties, including all leased locations, bailees, warehousemen
and third party processors. Each of the Administrative Agent and the Revolving Administrative
Agent is hereby irrevocably authorized to execute and file or cause to be filed, with or if
permitted by applicable law without the signature of any Borrower or any Loan Party appearing
thereon, all UCC financing statements reflecting any Borrower or any other Loan Party as “debtor”
and the Revolving Administrative Agent as “secured party”, and continuations thereof and amendments
thereto, as the Administrative Agent or the Revolving Administrative Agent reasonably deems
necessary or advisable to give effect to the transactions contemplated hereby and by the other Loan
Documents.



     2A.03 Information Regarding Collateral. Each Borrower represents, warrants and covenants that
Schedule 2A.03(a) contains a true and complete list of (i) the exact legal name,
jurisdiction of formation and location of the chief executive office of each Borrower and each
other Person providing Collateral pursuant to a Security Instrument on the Closing Date (such
Persons, together with any other Persons that provide Collateral at any time pursuant to a Security
Instrument, being referred to collectively as the “Grantors”), (ii) each trade name,
trademark or other trade style used by such Grantor on the Closing Date, (iii) each location in
which goods constituting Collateral having an aggregate value in excess of $100,000 are located as
of the Closing Date, whether owned, leased or third-party locations, and (iv) with respect to each
leased or third party location, the name of each owner of such location and a summary description
of the relationship between the applicable Grantor and such Person. Each Borrower further
covenants that it shall not change, and shall not permit any other Grantor to change, its name,
type of entity, jurisdiction of formation (whether by reincorporation, merger or otherwise), or the
location of its chief executive office, or use or permit any other Grantor to use, any additional
trade name, trademark or other trade style, except upon giving not less than 15 days’ prior written
notice to the Administrative Agent and taking or causing to be taken all such action at such
Borrower’s or such other Grantor’s expense as may be reasonably requested by the Administrative
Agent to perfect or maintain the perfection of the Lien of the Revolving Administrative Agent for
the benefit of the Secured Parties in Collateral.



ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY




     3.01 Taxes.



     (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i)
Any and all payments by or on account of any obligation of the Company or any other Borrower
hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made
free and clear of and without reduction or withholding for any Taxes. If applicable Laws require
the Company, any other Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax
shall be withheld or deducted in accordance with such



76









 







Laws as determined by the Company or such
Borrower or the Administrative Agent, as the case
may be, upon the basis of the information and documentation to be delivered pursuant to
subsection (e) below.




(ii) If the Company, any other Borrower or the Administrative Agent shall be required by the
Code to withhold or deduct any Taxes, including both United States Federal backup
withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall
withhold or make such deductions as are determined by the Administrative Agent to be
required based upon the information and documentation it has received pursuant to subsection
(e) below, (B) the Administrative Agent shall timely pay the full amount withheld or
deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the
extent that the withholding or deduction is made on account of Indemnified Taxes or Other
Taxes, the sum payable by the Company or any such Borrower shall be increased as necessary
so that after any required withholding or the making of all required deductions (including
deductions applicable to additional sums payable under this Section) the Administrative
Agent or applicable Lender, as the case may be, receives an amount equal to the sum it
would have received had no such withholding or deduction been made.



     (b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of
subsection (a) above, the Company and each other Borrower shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable Laws.



     (c) Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or
(b) above, the Company and each other Borrower (jointly and severally) shall, and does hereby,
indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof
within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) withheld or deducted by the Company, any other Borrower or the
Administrative Agent or paid by the Administrative Agent or such Lender, as the case may be, and
any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether
or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. The Company and each other Borrower shall also, and does hereby,
indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after
demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the
Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount
of any such payment or liability delivered to the Company or any other Borrower by a Lender (with a
copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of
a Lender, shall be conclusive absent manifest error.




(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender shall,
and does hereby, indemnify the Company, each other Borrower and the Administrative Agent,
and shall make payment in respect thereof within 10 days after demand therefor, against any
and all Taxes and any and all related losses, claims, liabilities, penalties, interest and
expenses (including the fees, charges and disbursements of any counsel for the Company, any
other Borrower or the Administrative Agent) incurred by or asserted against the Company,
such Borrower or the Administrative Agent



77









 







by any Governmental Authority as a result of the failure by such Lender to deliver, or
as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be
delivered by such Lender to the Company, any Lender or the Administrative Agent pursuant to
subsection (e). Each Lender hereby authorizes the Administrative Agent to set off and apply
any and all amounts at any time owing to such Lender under this Agreement or any other Loan
Document against any amount due to the Administrative Agent under this clause (ii). The
agreements in this clause (ii) shall survive the resignation and/or replacement of the
Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the
termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all
other Obligations.



     (d) Evidence of Payments. Upon request by the Company, any other Borrower or the
Administrative Agent, as the case may be, after any payment of Taxes by the Company, any other
Borrower or the Administrative Agent to a Governmental Authority as provided in this Section
3.01, the Company or such Borrower shall deliver to the Administrative Agent or the
Administrative Agent shall deliver to the Company or such Borrower, as the case may be, the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of any return required by Laws to report such payment or other evidence of such
payment reasonably satisfactory to the Company or such Borrower or the Administrative Agent, as the
case may be.



     (e) Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the
Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when
reasonably requested by the Company or the Administrative Agent, such properly completed and
executed documentation prescribed by applicable Laws or by the taxing authorities of any
jurisdiction and such other reasonably requested information as will permit the Company or the
Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder
or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of
withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or
reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company
or any other Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for
withholding tax purposes in the applicable jurisdiction.




(ii) Without limiting the generality of the foregoing, if the Company or any other Borrower
is resident for tax purposes in the United States,




(A) any Lender that is a “United States person” within the meaning of Section
7701(a)(30) of the Code shall deliver to the Company and the Administrative Agent
executed originals of Internal Revenue Service Form W-9 or such other documentation
or information prescribed by applicable Laws or reasonably requested by the Company
or the Administrative Agent as will enable the Company or the Administrative Agent,
as the case may be, to determine whether or not such Lender is subject to backup
withholding or information reporting requirements; and



78









 






(B) each Foreign Lender that is entitled under the Code, any Law or any applicable
treaty to an exemption from or reduction of withholding Tax with respect to payments
hereunder or under any other Loan Document shall deliver to the Company and the
Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the request of the
Company or the Administrative Agent, but only if such Foreign Lender is legally
entitled to do so), whichever of the following is applicable:




(I) executed originals of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States
is a party,




(II) executed originals of Internal Revenue Service Form W-8ECI,




(III) executed originals of Internal Revenue Service Form W-8IMY and all
required supporting documentation,




(IV) in the case of a Foreign Lender claiming the benefits of the exemption
for portfolio interest under section 881(c) of the Code, (x) a certificate
to the effect that such Foreign Lender is not (A) a “bank” within the
meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder”
of the Company or the applicable Borrower within the meaning of section
881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation”
described in section 881(c)(3)(C) of the Code and (y) executed originals of
Internal Revenue Service Form W-8BEN, or




(V) executed originals of any other form prescribed by applicable Laws as a
basis for claiming exemption from or a reduction in United States Federal
withholding tax together with such supplementary documentation as may be
prescribed by applicable Laws to permit the Company or the Administrative
Agent to determine the withholding or deduction required to be made.




(iii) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any
change in circumstances which would modify or render invalid any claimed exemption or
reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the
reasonable judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable Laws of any
jurisdiction that the Company or the Administrative Agent make any withholding or deduction
for taxes from amounts payable to such Lender.



     (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time
shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a
Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted



79









 




from funds paid for the account of such Lender. If the Administrative Agent or any Lender
determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Company or any other Borrower or with respect to which the
Company or any Borrower has paid additional amounts pursuant to this Section, it shall pay to the
Company or such Borrower an amount equal to such refund (but only to the extent of indemnity
payments made, or additional amounts paid, by the Company or such Borrower under this Section with
respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses
incurred by the Administrative Agent or such Lender, as the case may be, and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund),
provided that the Company and each other Borrower, upon the request of the Administrative
Agent or such Lender, agrees to repay the amount paid over to the Company or such Borrower (plus
any penalties, interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority. This subsection shall not be
construed to require the Administrative Agent or any Lender to make available its tax returns (or
any other information relating to its taxes that it deems confidential) to the Company, any other
Borrower or any other Person.




     3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending
Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar
Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or
to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender
to the Company through the Administrative Agent, (i) any obligation of such Lender to make or
continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans
shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or
maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar
Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall,
if necessary to avoid such illegality, be determined by the Administrative Agent without reference
to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the
Administrative Agent and the Company that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, (x) the Company and each other Borrower (jointly and
severally) shall, upon demand from such Lender (with a copy to the Administrative Agent),
immediately prepay or, if applicable, convert all such Eurodollar Rate Loans of such Lender to Base
Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid
such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate
component of the Base Rate) immediately and (y) if such notice asserts the illegality of such
Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative
Agent shall during the period of such suspension compute the Base Rate applicable to such Lender
without reference to the Eurodollar Rate component thereof until the Administrative Agent is
advised in writing by such Lender that it is no longer illegal for such Lender to determine or
charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the
Company and each other Borrower (jointly and severally) shall also pay accrued interest on the
amount so prepaid or converted.



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     3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason in
connection with any request for a Eurodollar Rate Loan or a conversion thereto that (a) adequate
and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest
Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or
proposed Base Rate Loan, or (b) the Eurodollar Rate with respect to a proposed Eurodollar Rate Loan
does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the
Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the
obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in
the event of a determination described in the preceding sentence with respect to the Eurodollar
Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining
the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction
of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke
any pending request for a Borrowing of or conversion to Eurodollar Rate Loans or, failing that,
will be deemed to have converted such request into (i) in the case of a New Vehicle Floorplan
Committed Loan, a request for a New Vehicle Floorplan Committed Borrowing of Base Rate Loans, (ii)
in the case of a New Vehicle Floorplan Swing Line Loan, a request for a New Vehicle Floorplan Swing
Line Borrowing of Base Rate Loans, (iii) in the case of Used Vehicle Floorplan Committed Loan, a
request for a Used Vehicle Floorplan Committed Borrowing of Base Rate Loans, and (iv) in the case
of a Used Vehicle Floorplan Swing Line Loan, a request for a Used Vehicle Floorplan Swing Line
Borrowing of Base Rate Loans, in each case in the amount specified therein.



     3.04 Increased Costs.



     (a) Increased Costs Generally. If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender (except any reserve requirement
contemplated by Section 3.04(e));




     (ii) subject any Lender to any tax of any kind whatsoever with respect to this
Agreement, any Eurodollar Rate Loan made or participated in by it, or change the basis of
taxation of payments to such Lender in respect thereof (except, in each case, for
Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or
any change in the rate of, any Excluded Tax payable by such Lender); or




     (iii) impose on any Lender or the London interbank market any other condition, cost or
expense affecting this Agreement or Eurodollar Rate Loans made or participated in by such
Lender;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining or participating in any Loan the interest of which is determined by reference to the
Eurodollar Rate (or of maintaining its obligation to make or participated in any such Loan), or to
increase the cost to such Lender or to reduce the amount of any sum received or receivable by such
Lender hereunder (whether of principal, interest or any other amount) then, upon request of such
Lender, the Company and each other Borrower (jointly and severally) will pay to such






81









 







Lender such additional amount or amounts as will compensate such Lender for such additional costs
incurred or reduction suffered.




     (b) Capital Requirements. If any Lender determines that any Change in Law affecting
such Lender or any Lending Office of such Lender or such Lender’s holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate of return on such
Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of
this Agreement, the Commitments of such Lender or the Loans made by, or participations in Loans
held by, such Lender, to a level below that which such Lender or such Lender’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s policies
and the policies of such Lender’s holding company with respect to capital adequacy), then from time
to time the Company and each other Borrower (jointly and severally) will pay to such Lender, as the
case may be, such additional amount or amounts as will compensate such Lender or such Lender’s
holding company for any such reduction suffered.



     (c) Certificates for Reimbursement. A certificate of a Lender setting forth the
amount or amounts necessary to compensate such Lender or its holding company, as the case may be,
as specified in subsection (a) or (b) of this Section and delivered to the Company shall be
conclusive absent manifest error. The Company and each other Borrower (jointly and severally)
shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt
thereof.



     (d) Delay in Requests. Failure or delay on the part of any Lender to demand
compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of
such Lender’s right to demand such compensation, provided that neither the Company nor any
other Borrower shall be required to compensate a Lender pursuant to the foregoing provisions of
this Section for any increased costs incurred or reductions suffered more than nine months prior to
the date that such Lender notifies the Company of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if
the Change in Law giving rise to such increased costs or reductions is retroactive, then the
nine-month period referred to above shall be extended to include the period of retroactive effect
thereof).



     (e) Reserves on Eurodollar Rate Loans. The Company and each other Borrower, jointly
and severally, shall pay to each Lender, as long as such Lender shall be required to maintain
reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or
deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid
principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated
to such Loan by such Lender (as determined by such Lender in good faith, which determination shall
be conclusive), which shall be due and payable on each date on which interest is payable on such
Loan, provided the Company shall have received at least 10 days’ prior notice (with a copy
to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to
give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be
due and payable 10 days from receipt of such notice.



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     3.05 Mitigation Obligations; Replacement of Lenders.



     (a) Designation of a Different Lending Office. If any Lender requests compensation
under Section 3.04, or the Company or any other Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such
Lender shall use reasonable efforts to designate a different Lending Office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i)
would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the
case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02,
as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Company and each other
Borrower (jointly and severally) hereby agree to pay all reasonable costs and expenses incurred by
any Lender in connection with any such designation or assignment.



     (b) Replacement of Lenders. If any Lender requests compensation under Section
3.04, or if the Company or any other Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section
3.01, the Company may replace such Lender in accordance with Section 10.13.



     3.06 Survival. All of the Company’s and each other Borrower’s obligations under this
Article III shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder and resignation of the Administrative Agent.



ARTICLE IV.

CONDITIONS PRECEDENT TO AMENDMENT AND RESTATEMENT




     4.01 Amendment and Restatement. The effectiveness of this Agreement and the amendment and
restatement of the Existing Credit Agreement is subject to satisfaction or waiver of the following
conditions precedent:



     (a) The Administrative Agent’s receipt of the following, each of which shall be originals or
telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date) and each in form and
substance satisfactory to the Administrative Agent and each of the Lenders:




     (i) executed counterparts of (A) this Agreement, (B) the Security Agreement, (C) the
Company Guaranty and (D) the Subsidiary Guaranty, in each case, sufficient in number for
distribution to the Administrative Agent, each Lender and the Company;




     (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note;



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     (iii) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the Administrative Agent
may require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement and the
other Loan Documents to which such Loan Party is a party;




     (iv) such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Loan Party is duly organized or formed, and that each Loan
Party is validly existing, in good standing and qualified to engage in business in the
respective jurisdictions specified in Schedule 4.01, which includes each
jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification, except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect;




     (v) a favorable opinion of Parker Poe Adams & Bernstein LLP, counsel to the Loan
Parties, addressed to the Administrative Agent, the Revolving Administrative Agent and each
Lender, as to the matters set forth in Exhibit L (which shall include matters of
Delaware, North Carolina, South Carolina and Federal Law) and such other matters concerning
the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;




     (vi) a favorable opinion of local counsel to the Loan Parties in Florida, Texas,
California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in
form and substance satisfactory to the Administrative Agent;




     (vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching
copies of all consents, licenses and approvals required in connection with the execution,
delivery and performance by such Loan Party and the validity against such Loan Party of the
Loan Documents to which it is a party, and such consents, licenses and approvals shall be in
full force and effect, or (B) stating that no such consents, licenses or approvals are so
required;




     (viii) a certificate signed by a Responsible Officer of the Company certifying (A) that
the conditions specified in Sections 4.02(a) and (b) have been satisfied,
and (B) that there has been no event or circumstance since the date of the Audited Financial
Statements that has had or could be reasonably expected to have, either individually or in
the aggregate, a Material Adverse Effect;




     (ix) a certificate signed by the chief executive officer, chief financial officer,
treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is
Solvent, after giving effect to this Agreement and the other Loan Documents and the
Indebtedness pursuant hereto and thereto;




     (x) a duly completed Compliance Certificate as of the last day of the fiscal quarter of
the Company ended on March 31, 2011, signed by a Responsible Officer of the Company;



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     (xi) a duly completed Used Vehicle Borrowing Base Certificate dated as of the Closing
Date certifying as to the Used Vehicle Borrowing Base as of May 30, 2011, signed by a
Responsible Officer of the Company;




     (xii) to the extent not otherwise delivered prior to the date hereof, a copy of (A)
each standard form of Franchise Agreement for each vehicle manufacturer or distributor and
(B) each executed Framework Agreement;




     (xiii) duly executed consents and waivers required pursuant to any Franchise Agreement
or Framework Agreement;




     (xiv) executed counterparts of the Master Intercreditor Agreement, including all Silo
Lender exhibits thereto;




     (xv) evidence that all insurance required to be maintained pursuant to the Loan
Documents has been obtained and is in effect, including endorsements naming the Revolving
Administrative Agent (on behalf of the Secured Parties) as an additional insured and loss
payee, as the case may be, on all such insurance policies maintained with respect to
properties of the Company or any Loan Party constituting part of the Collateral;




     (xvi) consolidating balance sheets (including a separate line item for Eligible Used
Vehicle Inventory) for the Company and each Subsidiary as at the end of March 31, 2011, and
the related consolidating statements of income or operations, together with copies of such
financial statements giving pro forma effect to a transition of Permitted Silo Indebtedness
with Ally Bank (or its Affiliates) to an Applicable Facility, all in reasonable detail
prepared by management of the Company or such Subsidiary, in each case with subtotals for
(a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual
Subsidiaries) and (c) all Silo Subsidiaries grouped by each Silo Lender, and in each case
prior to intercompany eliminations;




     (xvii) forecasts (including assumptions) prepared by the management of the Company of
consolidated balance sheets, income statements and cash flow statements of the Company and
its Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent
for each of the first three years following the Closing Date;




     (xviii) if required by the Administrative Agent or the Revolving Administrative Agent,
in their respective sole discretion, satisfactory results of audits of the Collateral,
provided that, whether or not any such audit is performed, the Administrative Agent
and the New Vehicle Swing Line Lender shall be entitled to rely on information provided by
any existing lender of the Company or its Subsidiaries as to any Vehicles and existing new
vehicle facilities being refinanced or paid down on the Closing Date;




     (xix) UCC financing statements or amendments to previously filed UCC financing
statements for filing in all places required by applicable law to perfect the Liens of the
Revolving Administrative Agent for the benefit of the Secured Parties under the Security
Instruments as a valid and perfected Lien (with the priority described therein) as
to items of Collateral in which a security interest may be perfected by the filing of



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financing statements, and such other documents and/or evidence of other actions as may be
necessary under applicable law to perfect the Liens of the Revolving Administrative Agent
for the benefit of the Secured Parties under the Security Instruments as a valid and
perfected Lien in and to such other Collateral as the Administrative Agent may require;




     (xx) UCC search results with respect to the Borrowers showing only Liens acceptable to
the Administrative Agent (or pursuant to which arrangements satisfactory to the
Administrative Agent shall have been made to remove any unacceptable Liens promptly after
the Closing Date);




     (xxi) such duly executed Landlord Waivers for locations of the Borrowers not already in
effect pursuant to the Existing Credit Agreement, as may be requested by the Administrative
Agent in its sole discretion;




     (xxii) a certificate signed by a Responsible Officer of the Company certifying as to
the status of the Unrestricted Subsidiaries;




     (xxiii) evidence that the principal amount of Indebtedness for both New Vehicles and
Used Vehicles under floorplan financing arrangements among Ally Bank (or its Affiliates) and
any Subsidiary outstanding as of the Effective Date has been repaid; and




     (xxiv) such other assurances, certificates, documents, consents or opinions as the
Administrative Agent, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender
or the Required Lenders reasonably may require.



     (b) Any fees required to be paid on or before the Closing Date shall have been paid.



     (c) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges
and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the
Closing Date, plus such additional amounts of such fees, charges and disbursements as shall
constitute its reasonable estimate of such fees, charges and disbursements incurred or to be
incurred by it through the closing proceedings (provided that such estimate shall not thereafter
preclude a final settling of accounts between the Company and the Administrative Agent).



     (d) The Revolving Credit Facility shall have been amended and restated substantially
simultaneously with the consummation of this Agreement.



     Without limiting the generality of the provisions of Section 9.03, for purposes of
determining compliance with the conditions specified in this Section 4.01, each Lender that
has signed this Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required hereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its objection thereto.



     4.02 Conditions to all Borrowings. The obligation of each Lender to honor any Request for
Borrowing (other than pursuant to (x) a New Vehicle Committed Loan Notice or a
Used Vehicle Committed Loan Notice, in each case requesting only a conversion of New Vehicle
Floorplan Committed Loans or Used Vehicle Floorplan Committed Loans, as applicable,



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to the other
Type, (y) a Payment Commitment, or (z) a Payoff Letter Commitment) is subject to the following
conditions precedent:



     (a) The representations and warranties of the Company and each other Loan Party contained in
Article V or any other Loan Document, or which are contained in any document furnished at
any time under or in connection herewith or therewith, shall be true and correct on and as of the
date of such Borrowing, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct as of such earlier date, and
except that for purposes of this Section 4.02, the representations and warranties contained
in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.



     (b) (i) in the case of Used Vehicle Floorplan Borrowings, no Used Vehicle Default, Used
Vehicle Event of Default or Revolving Event of Default shall exist, or would result from such
proposed Borrowing or from the application of the proceeds thereof, (ii) in the case of New Vehicle
Floorplan Borrowings, (A) no New Vehicle Event of Default shall exist, or would result from such
proposed Borrowing or the application of the proceeds thereof, with respect to the New Vehicle
Borrower that is requesting the Borrowing, (B) no New Vehicle Event of Default under Section
8.03(e) or (f) shall exist, (C) no New Vehicle Event of Default under Section
8.03(h) or (i) shall exist with respect to the Company and (D) no New Vehicle Event of
Default under any other subsection of Section 8.03 has continued for thirty (30) days or
more.



     (c) The Administrative Agent and, if applicable, the New Vehicle Swing Line Lender or the Used
Vehicle Swing Line Lender shall have received a Request for Borrowing in accordance with the
requirements hereof; provided that, with respect to Used Vehicle Floorplan Swing Line Borrowings,
for purposes of this Section 4.02(c) and the last sentence of Section 4.02, while
an Autoborrow Agreement is in effect, the Company shall be deemed to have given a Used Vehicle
Floorplan Swing Line Loan Notice (and reaffirmed the representations and warranties described
herein and satisfied all other conditions to funding hereunder) as of each day on which an
Autoborrow Advance is made.



     (d) In the case of any Used Vehicle Floorplan Borrowing, the Total Used Vehicle Floorplan
Outstandings after giving effect to such Borrowing shall not exceed the Used Vehicle Borrowing Base
on such date.



     (e) If the applicable Borrower is a New Vehicle Borrower, then the conditions of Section
2.19 to the designation of such Borrower as a New Vehicle Borrower shall have been met to the
satisfaction of the Administrative Agent.



     Each Request for Borrowing (other than a New Vehicle Committed Loan Notice or a Used Vehicle
Committed Loan Notice, in each case requesting only a conversion of New Vehicle Floorplan Committed
Loans or Used Vehicle Floorplan Committed Loans, as applicable, to the other Type) submitted by the
Company shall be deemed to be a representation and warranty that the conditions specified in
Sections 4.02(a), and (b) have been satisfied on and as of the date of the
applicable Borrowing.



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     4.03 Conditions to all New Vehicle Floorplan Borrowings pursuant to a Payment Commitment or a
Payoff Letter Commitment. The obligation of the New Vehicle Floorplan Swing Line Lender to honor
any request for a New Vehicle Floorplan Borrowing pursuant to a Payment Commitment or a Payoff
Letter Commitment is subject to the following conditions precedent:



     (a) To the extent required pursuant to the terms of such Payment Commitment or Payoff Letter
Commitment, as the case may be, the New Vehicle Floorplan Swing Line Lender shall have received a
manufacturer/distributor invoice, cash draft, electronic record, depository transfer check, sight
draft, or such other documentation as may be specified in such Payment Commitment or Payoff Letter
Commitment, identifying the Vehicles delivered or to be delivered to the applicable New Vehicle
Borrower; and



     (b) any other conditions precedent set forth in such Payment Commitment or Payoff Letter
Commitment.



ARTICLE V.

REPRESENTATIONS AND WARRANTIES




     Each of the Company and each New Vehicle Borrower represents and warrants to the
Administrative Agent and the Lenders that:



     5.01 Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each
Subsidiary thereof (a) is duly organized or formed, validly existing and in good standing under the
Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and
authority and all franchises and all requisite governmental licenses, authorizations, consents and
approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and
perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and
is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such qualification or license, and
(d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d),
to the extent that failure to do so could not reasonably be expected to have a Material Adverse
Effect.



     5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan
Party of each Loan Document to which such Person is party, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a) contravene the
terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, or require any payment to be made under (i)
any Contractual Obligation to which such Person is a party or affecting such Person or the
properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree
of any Governmental Authority or any arbitral award to which such Person or its property is
subject; or (c) violate any Law. Each Loan Party and each Subsidiary thereof is in
compliance with all Contractual Obligations referred to in clauses (b) and (c), except to the
extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.



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     5.03 Governmental Authorization; Other Consents. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any
other Person is necessary or required in connection with the execution, delivery or performance by,
or enforcement against, any Loan Party of this Agreement or any other Loan Document (other than (i)
any such filing necessary or advisable to perfect in favor of the Revolving Administrative Agent,
for the benefit of the Secured Parties, the Liens on the Collateral and (ii) any such approval,
consent, exemption, authorization, other action, notice or filing that has been obtained, taken,
given or made and is in full force and effect), except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect.



     5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.
This Agreement constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is
party thereto in accordance with its terms.



     5.05 Financial Statements; No Material Adverse Effect; No Internal Control Event.



     (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii)
fairly present the financial condition of the Company and its Subsidiaries as of the date thereof
and their results of operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein; and
(iii) show all material indebtedness and other liabilities, direct or contingent, of the Company
and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments
and Indebtedness.



     (b) The unaudited consolidated and consolidating balance sheets of the Company and its
Subsidiaries dated March 31, 2011, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows, and consolidating statements of income or operations, in each
case for the fiscal quarter ended on that date, and in each case prior to intercompany eliminations
(i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein, and (ii) fairly present the consolidated
financial condition of the Company and its Subsidiaries as of the date thereof and their
consolidated results of operations for the period covered thereby, subject, in the case of clauses
(i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule
5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the
Company and its consolidated Subsidiaries not included in such financial statements, including
liabilities for taxes, material commitments and Indebtedness.



     (c) Since the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could reasonably be expected
to have a Material Adverse Effect.



     (d) To the Company’s best knowledge, no Internal Control Event exists or has occurred since
the date of the Audited Financial Statements that has resulted in or could



89









 







reasonably be expected
to result in a misstatement in any material respect, in any financial information delivered or to
be delivered to the Administrative Agent or the Lenders, of (x) covenant compliance calculations
provided hereunder or (y) the assets, liabilities, financial condition or results of operations of
the Company and its Subsidiaries on a consolidated basis.



     5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to
the knowledge of the Company after due and diligent investigation, threatened or contemplated, at
law, in equity, in arbitration or before any Governmental Authority, by or against the Company or
any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect
or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated
hereby, or (b) if determined adversely, could reasonably be expected to have a Material Adverse
Effect. Schedule 5.06 (as supplemented by any written notices provided by the Company
after the Closing Date pursuant to Section 6.02(a)) sets forth all actions, suits,
proceedings, claims or disputes pending, or to the knowledge of the Company after due and diligent
investigation, threatened or contemplated, at law, in equity, in arbitration or before any
Governmental Authority seeking damages or other remedies in excess of the Threshold Amount or which
if determined adversely, could reasonably be expected to have a Material Adverse Effect.



     5.07 No Default. Neither the Company nor any Subsidiary is in default under or with respect
to any Contractual Obligation that could, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. No Default has occurred and is continuing or would
result from the consummation of the transactions contemplated by this Agreement or any other Loan
Document.



     5.08 Ownership of Property; Liens. Each of the Company and each Subsidiary has good record
and marketable title in fee simple to, or valid leasehold interests in, all real property necessary
or used in the ordinary conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The
property of the Company and its Subsidiaries is subject to no Liens, other than Liens permitted by
Section 7.01.



     5.09 Environmental Compliance. The Company and its Subsidiaries conduct in the ordinary
course of business a review of the effect of existing Environmental Laws and any material claims
alleging potential liability or responsibility for violation of any Environmental Law on their
respective businesses, operations and properties, and as a result thereof the Company has
reasonably concluded that such Environmental Laws and claims could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.



     5.10 Insurance. The properties of the Company and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the Company, in such amounts,
with such deductibles and covering such risks as (i) are customarily carried by companies engaged
in similar businesses and owning similar properties in localities where the Company or the
applicable Subsidiary operates and (ii) satisfy the requirements of the Security Instruments.



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     5.11 Taxes. The Company and its Subsidiaries have filed all Federal, state and other material
tax returns and reports required to be filed, and have paid all Federal, state and other material
taxes, assessments, fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are being contested in
good faith by appropriate proceedings diligently conducted and for which adequate reserves have
been provided in accordance with GAAP. There is no proposed tax assessment against the Company or
any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any
Subsidiary thereof is party to any tax sharing agreement.



     5.12 ERISA Compliance.



     (a) Each Plan, and to the knowledge of the Company, each Multiemployer Plan and Multiple
Employer Plan is in compliance in all material respects with the applicable provisions of ERISA,
the Code and other Federal or state Laws. Each Pension Plan which is intended to be a qualified
plan under Section 401(a) of the Code has received a favorable determination letter from the
Internal Revenue Service to the effect that the form of such Pension Plan is qualified under
Section 401(a) of the Code with respect to all plan document qualification requirements for which
the applicable remedial amendment period has closed and that the trust related thereto has been
determined to be exempt from federal income tax under Section 501(a) of the Code or an application
for such a letter is currently being processed by the Internal Revenue Service. To the best
knowledge of the Company, nothing has occurred that would prevent or cause the loss of such
tax-qualified status.



     (b) There are no pending or, to the best knowledge of the Company, threatened claims, actions
or lawsuits, or action by any Governmental Authority, with respect to any Plan or to the knowledge
of the Company, any Multiemployer Plan or Multiple Employer Plan that could reasonably be expected
to have a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has engaged in any
prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan,
Multiemployer Plan or Multiple Employer Plan that has resulted or could reasonably be expected to
result in a Material Adverse Effect.



     (c) (i) No ERISA Event has occurred with respect to any Pension Plan, or to the knowledge of
the Company, any Multiemployer Plan or Multiple Employer Plan, and neither the Company nor any
ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to
constitute or result in an ERISA Event; (ii) the Company and each ERISA Affiliate has met all
applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no
waiver of the minimum funding standards under the Pension Funding Rules has been applied for or
obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target
attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither
the Company nor any ERISA Affiliate knows of any facts or circumstances which would cause the
funding target attainment percentage for any such plan to drop below 60% as of the most recent
valuation date; (iv) neither the Company nor any ERISA Affiliate has incurred any liability to the
PBGC other than for the payment of premiums, and there are no premium payments which have become
due which are unpaid; and (v) neither the Company nor any ERISA Affiliate has engaged in a
transaction that could be subject to Section 4069 or Section 4212(c) of ERISA.



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     5.13 Subsidiaries; Equity Interests. As of the Closing Date, the Company has no Subsidiaries
other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the
outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and
nonassessable and are owned by the Company or its Subsidiaries in the amounts specified on Part (a)
of Schedule 5.13 free and clear of all Liens. The Company has no equity investments in any
other corporation or entity other than those specifically disclosed in Part(b) of Schedule
5.13. All of the outstanding Equity Interests in the Company have been validly issued and are
fully paid and nonassessable.



     5.14 Margin Regulations; Investment Company Act.



     (a) Neither the Company nor any New Vehicle Borrower is engaged or will engage, principally or
as one of its important activities, in the business of purchasing or carrying margin stock (within
the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing
or carrying margin stock.



     (b) None of the Company, any Person Controlling the Company, or any Subsidiary is or is
required to be registered as an “investment company” under the Investment Company Act of 1940.



     5.15 Disclosure. The Company has disclosed to the Administrative Agent and the Lenders all
agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries
is subject, and all other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. No report, financial statement,
certificate or other information furnished (whether in writing or orally) by or on behalf of any
Loan Party to the Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other
Loan Document (in each case, as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading; provided that, with respect to projected financial information, the Company
represents only that such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.



     5.16 Compliance with Laws. Each of the Company and each Subsidiary is in compliance in all
material respects with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its properties, except in such instances in which (a) such requirement of
Law or order, writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted or (b) the failure to comply therewith, either individually or in
the aggregate, could not reasonably be expected to have a Material Adverse Effect.



     5.17 Intellectual Property; Licenses, Etc. The Company and its Subsidiaries own, or possess
the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent
rights, franchises, licenses and other intellectual property rights (collectively, “IP
Rights”) that are reasonably necessary for the operation of their respective businesses,
without conflict with the rights of any other Person, except where the failure to do so, either
individually or in the



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aggregate, could not reasonably be expected to have a Material Adverse Effect. To the best
knowledge of the Company, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be employed, by the Company
or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation
regarding any of the foregoing is pending or, to the best knowledge of the Company, threatened,
which, either individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect.




     5.18 Books and Records. Each of the Company and each Subsidiary maintains proper books of
record and account, in which full, true and correct entries in conformity with GAAP consistently
applied have been made of all financial transactions and matters involving the assets and business
of the Company or such Subsidiary, as the case may be.



     5.19 Franchise Agreements and Framework Agreements. The Company has provided to the
Administrative Agent true, correct and complete copies of (a) a standard form of Franchise
Agreement for each vehicle manufacturer or distributor and (b) each Framework Agreement, in each
case in effect as of the Closing Date. Except as set forth on Schedule 5.19 or with
respect to any Franchise Agreement entered into after the Closing Date and delivered to the
Administrative Agent and each Lender pursuant to Section 6.03(f), there is no material
deviation in any Franchise Agreement from the standard form of Franchise Agreements for the
applicable vehicle manufacturer or distributor delivered as of the Closing Date. Each Franchise
Agreement and Framework Agreement is, other than as disclosed in writing to the Administrative
Agent and the Lenders, in full force and effect and is enforceable by the applicable Loan Party in
accordance with its terms. To the knowledge of the Company, (a) no party to any Franchise
Agreement or Framework Agreement is in material breach of, or has failed to perform in any material
respect or is in material default under, such Franchise Agreement or Framework Agreement and (b) no
party to any Franchise Agreement or Framework Agreement has given or received any notice of any
proposed or threatened termination of such Franchise Agreement or Framework Agreement (except any
such notice that has been disclosed to the Administrative Agent and each Lender, as the case may
be, pursuant to Section 6.03(f)).



     5.20 Collateral.



     (a) The provisions of each of the Security Instruments are effective to create in favor of the
Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable,
perfected security interest (with the priority described therein) in all right, title and interest
of each applicable Loan Party in the Collateral described therein, except as otherwise permitted
hereunder.



     (b) No Contractual Obligation to which any Loan Party is a party or by which the property of
any Loan Party is bound prohibits the filing or recordation of any of the Loan Documents or any
other action which is necessary or appropriate in connection with the perfection of the Liens on
Collateral evidenced and created by any of the Loan Documents.



     5.21 Solvency. Both before and after giving effect to the Loans hereunder, each Loan Party is
Solvent. On the Closing Date, both before and after giving effect to the Loans hereunder, each
Loan Party is Solvent.




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     5.22 Labor Matters. As of the date hereof, to the Company’s and its Subsidiaries’ knowledge,
there are no material labor disputes to which the Company or any of its Subsidiaries may become a
party, including, without limitation, any strikes, lockouts or other disputes relating to such
Persons’ plants and other facilities.



     5.23 Acquisitions. As of the Closing Date and as of the date of each Permitted Acquisition,
all material conditions precedent to, all consents from applicable Governmental Authorities, and
all other material consents necessary to permit, such Permitted Acquisition will have been
obtained, satisfied, or waived (except that (i) no conditions imposed by the Loan Documents are so
waivable other than with the consent of the Required Lenders and (ii) no other conditions shall be
waived if such waiver would materially adversely affect the benefits to be obtained by the Company
or the Secured Parties from such Acquisition), as the case may be.



     5.24 Real Estate Indebtedness. The amount of any Indebtedness of the Company and its
Subsidiaries secured by Liens on the real property and improvements financed thereby is no greater
than eighty-five percent (85%) of the value of such real property and improvements as set forth in
an appraisal of such real property and improvements prepared by an independent Member of the
Appraisal Institute certified appraiser in connection with such Indebtedness (which appraisal shall
be delivered to Administrative Agent upon its request).



     5.25 Permitted Third Party Service Loaner Indebtedness. All Indebtedness for the financing of
Service Loaner Vehicles provided by Service Loaner Lenders is secured solely by a Lien on said
Service Loaner Vehicles so financed by the respective Service Loaner Lenders and the proceeds of
such Vehicles.



ARTICLE VI.

AFFIRMATIVE COVENANTS




     So long as any Lender shall have any Commitment hereunder or any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, the Company shall, and shall (except in the case of
the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each
Subsidiary to:



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



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




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




          (ii) a consolidating balance sheet of the Company and its Subsidiaries as at the end of
such fiscal year, with subtotals for (x) each Subsidiary, (y) all New Vehicle Borrowers
(excluding the results of any Dual Subsidiaries), and (z) Silo



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




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




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




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




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



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




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




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




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




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




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


such consolidated and consolidating financial statements described in this Section 6.01(b)
to be unaudited and certified by a Responsible Officer of the Company as fairly presenting the
financial condition, results of operations, shareholders’ equity and cash flows of the Company






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and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and
the absence of footnotes;




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




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




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




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




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




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








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




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



     6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in
form and detail satisfactory to the Administrative Agent and the Required Lenders:



     (a) Concurrently with:




     (i) the delivery of the financial statements referred to in Section 6.01(a) and
(b) and (if such monthly financial statements are requested by the Administrative Agent)
Section 6.01(c), (A) a duly completed Compliance Certificate signed by a Responsible
Officer of the Company, including the calculation of the financial covenants set forth in
Section 7.11(a), (b) and (c) and (B) a schedule (which such schedule
may be included in the Compliance Certificate delivered with respect to such period)
describing all actions, suits, proceedings, claims or disputes pending, or to the knowledge
of the Company after due and diligent investigation, threatened or contemplated, at law, in
equity, in arbitration or before any Governmental Authority seeking damages or other
remedies in excess of the Threshold Amount;




     (ii) the delivery of the financial statements referred to in Section 6.01(c)
(with respect to each January, February, April, May, July, August, October and November), if
requested by the Administrative Agent, a duly completed Compliance Certificate signed by a
Responsible Officer of the Company, but only including the calculation of the financial
covenant set forth in Section 7.11(a);




     (iii) the delivery of the financial statements referred to in Section 6.01(a),
financial projections for the 12 months succeeding the date of such financial statements,
such projections to be prepared by management of the Company, in form satisfactory to the
Administrative Agent; and




     (iv) any event described herein requiring Pro Forma Compliance, a duly completed Pro
Forma Compliance Certificate (including the calculation of the financial covenants set forth
in Section 7.11(a), (b) and (c)) or Pro Forma Used Vehicle Borrowing
Base Certificate, as applicable, signed by a Responsible Officer of the Company;



     (b) within twenty (20) days after the end of each calendar month, a duly completed Used
Vehicle Borrowing Base Certificate signed by a Responsible Officer of the Company as at the end of
such calendar month; provided that, if any Event of Default shall have occurred and be
continuing, the Company shall deliver such Used Vehicle Borrowing Base Certificates, each



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signed by a Responsible Officer of the Company, at any other time requested by the
Administrative Agent;




     (c) in the event of any Disposition resulting in Net Cash Proceeds in an amount greater than
$25,000,000 (excluding the value of New Vehicles sold in such Disposition) and concurrently with
the delivery of a notice of Disposition required pursuant to Section 6.03(g), or any
Removed Franchise, a duly completed Pro Forma Used Vehicle Borrowing Base Certificate giving pro
forma effect to such Disposition or Removed Franchise, based on the prior month’s Used Vehicle
Borrowing Base Certificate and subtracting sold assets or removed assets, as applicable, but
reflecting prepayments of Used Vehicle Floorplan Loans required pursuant to Section 2.09(e)
in connection with such Disposition or Removed Franchise and delivery of such certificates;



     (d) in the event of any Acquisition, the certificates and information required by Section
7.12;



     (e) within a reasonable period of time after any request by the Administrative Agent, Vehicle
Title Documentation and manufacturer/dealer statements;



     (f) promptly after any request by the Administrative Agent or any Lender, copies of any
detailed audit reports, management letters or recommendations submitted to the board of directors
(or the audit committee of the board of directors) of the Company by independent accountants in
connection with the accounts or books of the Company or any Subsidiary, or any audit of any of
them;



     (g) promptly after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the stockholders of the Company, and copies of
all annual, regular, periodic and special reports and registration statements which the Company may
file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act
of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;



     (h) promptly, and in any event within five Business Days after receipt thereof by any Loan
Party or any Subsidiary thereof, copies of each notice or other correspondence received from the
SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or
possible investigation by such agency regarding financial or other operational results of any Loan
Party or any Subsidiary thereof;



     (i) promptly after any request by the Administrative Agent, copies of any non-cancelable
purchase and sale agreement referenced in the definition of “Consolidated Current Assets”;



     (j) on the Business Day closest to any date which is six (6) months prior to any Other
Indebtedness Maturity Date or Put Option Date and within ten (10) Business Days of (x) the calendar
month containing such initial Business Day and (y) the last day of each calendar month after such
initial Business Day, a Maturity Date Test Amount Certificate setting forth a calculation of the
Maturity Date Test Amount as of such date; and



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     (k) promptly, such additional information regarding the business, financial or corporate
affairs of the Company or any Subsidiary, or compliance with the terms of the Loan Documents, as
the Administrative Agent or any Lender may from time to time reasonably request.



     Documents required to be delivered pursuant to Section 6.01(a), (b) or (c) or
Section 6.02(g) (to the extent any such documents are included in materials otherwise filed
with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Company posts such documents, or provides a link thereto on
the Company’s website on the Internet at the website address listed on Schedule 10.02; or
(ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website,
if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided that: (i)
the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender
that requests the Company to deliver such paper copies until a written request to cease delivering
paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify
the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any
such documents and provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. The Administrative Agent shall have no obligation
to request the delivery or to maintain copies of the documents referred to above, and in any event
shall have no responsibility to monitor compliance by the Company with any such request for
delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.



     The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will
make available to the Lenders materials and/or information provided by or on behalf of the Company
hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or
another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a
“Public Lender”) may have personnel who do not wish to receive material non-public
information with respect to the Company or its Affiliates, or the respective securities of any of
the foregoing, and who may be engaged in investment and other market-related activities with
respect to such Persons’ securities. The Company hereby agrees that (w) all Borrower Materials
that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page
thereof; (x) by marking Borrower Materials “PUBLIC”, the Company shall be deemed to have authorized
the Administrative Agent, the Arranger, and the Lenders to treat such Borrower Materials as not
containing any material non-public information with respect to the Company or its securities for
purposes of United States Federal and state securities laws (provided, however,
that to the extent such Borrower Materials constitute Information, they shall be treated as set
forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be
made available through a portion of the Platform designated “Public Side Information”; and (z) the
Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are
not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated
“Public Side Information”.



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     6.03 Notices. Promptly notify the Administrative Agent and each Lender:



     (a) of the occurrence of any Default;



     (b) of any matter that has resulted or could reasonably be expected to result in a Material
Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual
Obligation of the Company or any Subsidiary; (ii) any notice or correspondence from or on behalf of
the applicable franchisor, distributor or manufacturer, the Company or any Subsidiary alleging that
any such event has occurred with respect to any Franchise Agreement or Framework Agreement, (iii)
any dispute, litigation, investigation, proceeding or suspension between the Company or any
Subsidiary and any Governmental Authority which such dispute, litigation, investigation, proceeding
or suspension arising under this clause (iii) has resulted or could reasonably be expected to
result in a Material Adverse Effect; or (iv) the commencement of, or any material development in,
any litigation or proceeding affecting the Company or any Subsidiary, including pursuant to any
applicable Environmental Laws, where the result of such event arising under this clause (iv) has
resulted or could reasonably be expected to result in a Material Adverse Effect;



     (c) of the occurrence of any ERISA Event with respect to a Pension Plan, and subject to
notification to the Company, with respect to a Multiemployer Plan or Multiple Employer Plan;



     (d) of any material change in accounting policies or financial reporting practices by the
Company or any Subsidiary;



     (e) of the Registered Public Accounting Firm’s determination (in connection with its
preparation of any report under Section 6.01(a)(ii)) or the Company’s determination at any
time of the occurrence or existence of any Internal Control Event;



     (f) of (i) any Franchise Agreement entered into after the Closing Date (and a copy of such
Franchise Agreement) which deviates in any material respect from the Franchise Agreements for the
applicable vehicle manufacturer or distributor delivered on or prior to the Closing Date, (ii) any
Framework Agreement (and a copy of such Framework Agreement) entered into after the Closing Date
(including the subject matter and term of such Framework Agreement), (iii) the termination or
expiration of any Franchise Agreement or Framework Agreement, including the expiration of a
Franchise Agreement which has expired as described in Section 8.01(l) and has not been
renewed within 30 days; (iv) any amendment or other modification (and a copy of such amendment or
modification) of any Framework Agreement, and (v) any material adverse change in the relationship
between the Company or any Subsidiary and any vehicle manufacturer or distributor, including the
written threat of loss of a new vehicle franchise or the written threat of termination of a
Franchise Agreement or Framework Agreement;



     (g) of the occurrence of any Disposition of property or assets resulting in Net Cash Proceeds
greater than $25,000,000 (such amount to exclude the value of New Vehicles sold in such
Disposition), such notice pursuant to this clause (g) to be given on the date of such Disposition
and to include (i) a statement of the date of the Disposition and the property or assets Disposed
of, and (ii) an itemized calculation of the Net Cash Proceeds from such Disposition



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(including showing as a separate line item each category of payments, expenses or taxes that
are deducted as part of such calculation; and




     (h) of the occurrence of any Silo Financing Commencement Date occurring during any month with
respect to any Removed Franchise of a Subsidiary not later than the last Business Day of such
month, stating (i) such Silo Financing Commencement Date, (ii) each applicable Removed Franchise,
and (iii) the mandatory prepayments of New Vehicle Floorplan Committed Loans and New Vehicle
Floorplan Swing Line Loans required in connection therewith by Section 2.11(a)(iii)(C).



     Each notice pursuant to this Section shall be accompanied by a statement of a Responsible
Officer of the Company setting forth details of the occurrence referred to therein and stating what
action the Company has taken and proposes to take with respect thereto. Each notice pursuant to
Section 6.03(a) shall describe with particularity any and all provisions of this Agreement
and any other Loan Document that have been breached.



     6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable (a)
all tax liabilities, assessments and governmental charges or levies upon it or its properties or
assets, including Vehicles, unless the same are being contested in good faith by appropriate
proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained
by the Company or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a
Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing such Indebtedness.



     6.05 Preservation of Existence, Etc.; Maintenance of Vehicle Title Documentation. (a)
Preserve, renew and maintain in full force and effect its legal existence and good standing under
the Laws of the jurisdiction of its organization except in a transaction permitted by Section
7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges,
permits, licenses and franchises necessary or desirable in the normal conduct of its business,
except to the extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect; (c) preserve or renew all of its registered patents, trademarks, trade names and
service marks, the non-preservation of which could reasonably be expected to have a Material
Adverse Effect; and (d) if applicable, preserve and maintain, in accordance with its standard
policies and procedures, all manufacturer statements of origin, certificates of origin,
certificates of title or ownership and other customary vehicle title documentation (collectively,
the “Vehicle Title Documentation”) necessary or desirable in the normal conduct of its
business and maintain records evidencing which Vehicles are being used as Demonstrators and Rental
Vehicles (each as defined in the Floorplan Credit Agreement).



     6.06 Maintenance of Properties; Repairs. (a) Maintain, preserve and protect all of its
material properties and equipment necessary in the operation of its business in good working order
and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals
and replacements thereof except where the failure to do so could not reasonably be expected to have
a Material Adverse Effect; and (c) use the standard of care typical in the industry in the
operation and maintenance of its facilities.



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     6.07 Maintenance of Insurance. (a) Maintain with financially sound and reputable insurance
companies not Affiliates of the Company or any Subsidiary, insurance with respect to its properties
and business against loss or damage of the kinds customarily insured against by Persons engaged in
the same or similar business and otherwise as required by the Security Instruments; (b) maintain
general public liability insurance at all times with financially sound and reputable insurance
companies not Affiliates of the Company or any Subsidiary, against liability on account of damage
to persons and property; and (c) maintain insurance to the extent required under all applicable
workers’ compensation laws and against loss by reason of business interruption with such insurance
policies to be in form reasonably satisfactory to the Administrative Agent. Each of the policies
described in this Section 6.07 shall provide that the insurer shall give the Administrative
Agent and the Revolving Administrative Agent not less than thirty (30) days’ (or ten (10) days’ in
the case of termination for non-payment) prior written notice before any material amendment to any
such policy by endorsement or any lapse, termination or cancellation thereof, each such policy of
liability insurance shall list the Revolving Administrative Agent as an additional insured, and
each such policy of casualty insurance shall list the Revolving Administrative Agent as loss payee
pursuant to a loss payee clause in form and substance satisfactory to the Administrative Agent and
the Revolving Administrative Agent.



     6.08 Compliance with Laws and Contractual Obligations. Comply in all material respects with
the requirements of all Laws and all orders, writs, injunctions and decrees and all Contractual
Obligations applicable to it or to its business or property, except in such instances in which (a)
such requirement of Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect.



     6.09 Books and Records. Maintain proper books of record and account, in which full, true and
correct entries in conformity with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of the Company or such Subsidiary, as
the case may be, including, if applicable, books and records specifying the year, make, model,
cost, price, location and vehicle identification number of each Vehicle owned by the Company or
such Subsidiary.



     6.10 Inspection Rights. Permit representatives and independent contractors of the
Administrative Agent and each Lender to visit and inspect any of its properties (including
inspecting Vehicles and conducting random samples of the Net Book Value of the Used Vehicles), to
examine its corporate, financial and operating records, and make copies thereof or abstracts
therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and
independent public accountants, all at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the Company (except for
access required in connection with a floorplan audit pursuant to Section 6.12, which will
be permitted at any time during regular business hours (or at other times consistent with standard
industry practice) and without advance notice); provided, however, that when an
Event of Default exists the Administrative Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the expense of the
Company at any time during normal business hours and without advance notice.



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     6.11 Use of Proceeds. Use the proceeds of the Borrowings:



     (a) in the case of the New Vehicle Floorplan Facility (i) to finance the acquisition by the
New Vehicle Borrowers of New Vehicle Inventory (including dealer trade, Demonstrators, Rental
Vehicles and Fleet Vehicles) pursuant to New Vehicle Floorplan Committed Loan Notices, New Vehicle
Floorplan Swing Line Loan Notices, Payment Commitments or Payoff Letter Commitments;
provided that, no New Vehicle Floorplan Committed Loan or New Vehicle Floorplan Swing Line
Loan shall be made to any New Vehicle Borrower to finance New Vehicles manufactured by a Restricted
Manufacturer, and (ii) to refinance indebtedness outstanding under existing new vehicle floorplan
facilities of the New Vehicle Borrowers, provided pursuant to the Existing Credit Agreement, in
each case not in contravention of any Law or any Loan Document; and



     (b) in the case of the Used Vehicle Floorplan Facility (i) to finance the acquisition of Used
Vehicle inventory, (ii) to refinance indebtedness outstanding under the used vehicle floorplan
facility of the Company provided pursuant to the Existing Credit Agreement, and (iii) other working
capital, capital expenditures and other lawful corporate purposes, in each case not in
contravention of any Law or of any Loan Document;


provided that no proceeds of any Borrowing shall be paid to any Unrestricted Subsidiary.




     6.12 Floorplan Audits.



     (a) Entry on Premises. Each New Vehicle Borrower shall permit a duly authorized
representative of the New Vehicle Swing Line Lender to enter upon such New Vehicle Borrower’s
premises during regular business hours (or at other times consistent with standard industry
practice) to perform audits of Vehicles constituting Collateral in a manner reasonably satisfactory
to the New Vehicle Swing Line Lender on a quarterly basis or at other intervals as requested by the
New Vehicle Swing Line Lender from time to time, but no less frequently than three times in any
twelve (12) month period. Each New Vehicle Borrower shall assist the New Vehicle Swing Line
Lender, and its representatives, in whatever way reasonably necessary to make the inspections and
audits provided for herein.



     (b) Delivery of Audits. Within thirty (30) days after the end of each calendar month
of the Company, the New Vehicle Swing Line Lender shall deliver to the Administrative Agent a
summary of the audits of each of the New Vehicle Borrowers performed by the New Vehicle Swing Line
Lender during the calendar month just ended, setting forth therein a spread sheet reflecting, for
each New Vehicle Borrower, a summary of the results of each floorplan audit during the calendar
month. The Administrative Agent shall promptly deliver a copy of such report to each Lender.



     6.13 Location of Vehicles. Keep the Vehicles only at the locations set forth on Schedule
6.13, as such schedule may be revised from time to time as set forth in the Compliance
Certificate delivered pursuant to Section 6.02(a), except that (a) Vehicles may, in the
ordinary course of business, (i) be temporarily in transit to or between such locations or (ii) be
temporarily removed from such locations (x) for repair or (y) when being test driven by potential
customers or (b) in the case of vehicle chassis that have an aggregate invoice price of no more
than



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$1,500,000 at any time and purchased for sale in connection with the conversion of such
chassis, such vehicle chassis may be located at, or in transit to or from, locations of converters
or purchasers of such chassis, provided that if requested by the New Vehicle Swing Line
Lender in it sole discretion during a floorplan audit, the Company or the applicable New Vehicle
Borrower shall provide the New Vehicle Swing Line Lender with the name, location and contact
information of the converter or purchaser of such vehicle chassis or with other information
reasonably requested by the New Vehicle Swing Line Lender with respect to such vehicle chassis.




     6.14 Additional Subsidiaries. (i) If the Company requests that New Vehicle Floorplan Loans be
made available to a newly acquired or created Subsidiary (other than a Silo Subsidiary) which
engages in the business of selling or leasing New Vehicles, or (ii) if any newly created or
acquired Subsidiary has Eligible Used Vehicle Inventory included in the Used Vehicle Borrowing Base
at any time, then as soon as practicable, but in any event within thirty (30) days after the
acquisition or creation of any such Subsidiary (or, if later, by the date such Subsidiary first
satisfies the condition in clause (i) or (ii) above) cause to be delivered to the Administrative
Agent each of the following:




     (i) a Joinder Agreement duly executed by such Subsidiary with all schedules and
information thereto appropriately completed with respect to becoming a “New Vehicle
Borrower” or “Subsidiary Guarantor” (including appropriate indications if such Subsidiary is
a Dual Subsidiary);




     (ii) UCC financing statements naming such Subsidiary as “Debtor” and naming the
Revolving Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in
form, substance and number sufficient in the reasonable opinion of the Administrative Agent
and its counsel to be filed in all UCC filing offices in which filing is necessary or
advisable to perfect in favor of the Revolving Administrative Agent for the benefit of the
Secured Parties the Liens on the Collateral conferred under such Joinder Agreement and other
Security Instruments to the extent such Lien may be perfected by UCC filings;




     (iii) unless the Required Lenders expressly waive such requirement in accordance with
Section 10.01, in the case of any single Acquisition or any related series of
Acquisitions with an aggregate Cost of Acquisition of $25,000,000 or more, an opinion or
opinions of counsel to such Subsidiary dated as of the date of delivery of such Joinder
Agreements (and other Loan Documents) provided for in this Section 6.14 and
addressed to the Administrative Agent, in form and substance acceptable to the
Administrative Agent;




     (iv) the documents described in Sections 4.01(a)(iii), (iv), (vii), (xii), (xiii),
(xx), (xxi) and (xxii) with respect to such Restricted Subsidiary; and




     (v) evidence satisfactory to the Administrative Agent that all taxes, filing fees,
recording fees and other related transaction costs have been paid.



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In addition, such Subsidiary shall also comply with Section 7.16 (in the case of a
Silo Subsidiary), Section 7.17 (in the case of a Dual Subsidiary), and Section
7.20.



     6.15 Further Assurances. Execute, acknowledge, deliver, and record or file such further
instruments, including, without limitation, further security agreements, financing statements, and
continuation statements, and do such further acts as may be reasonably necessary, desirable, or
proper to carry out more effectively the purposes of this Agreement, including, without limitation,
(i) causing any additions, substitutions, replacements, or equipment related to the Vehicles
financed hereunder to be covered by and subject to the Liens created in the Loan Documents to which
any New Vehicle Borrower is a party; and (ii) with respect to any Vehicles which are, or are
required to be, subject to Liens under the Loan Documents, execute, acknowledge, endorse, deliver,
procure, and record or file any document or instrument, including, without limitation, any
financing statement or any Vehicle Title Documentation, deemed advisable by the Administrative
Agent or the New Vehicle Swing Line Lender to protect the Liens granted in this Agreement or the
Loan Documents against the rights or interests of third Persons, and the Company will pay all
reasonable costs connected with any of the foregoing.



     6.16 Landlord Waivers. With respect to any real property leased by the Company or any Loan
Party, where requested by the Administrative Agent, the Company and each Loan Party shall use
commercially reasonable efforts (and shall deliver to the Administrative Agent satisfactory
evidence of such efforts) to deliver a Landlord Waiver (to the extent not previously delivered to
the Administrative Agent or the Revolving Administrative Agent) duly executed by the applicable
landlord in form and substance reasonably satisfactory to the Administrative Agent.



     6.17 Notices regarding Indebtedness.



     (a) At the time the Company or any Loan Party enters into any Permitted Indenture Refinancing
Indebtedness, the Company shall deliver to the Administrative Agent a certificate, in form and
substance acceptable to the Administrative Agent, attaching copies of all material documentation
relating to such Permitted Indenture Refinancing Indebtedness, stating the amount of such Permitted
Indenture Refinancing Indebtedness and certifying that (i) such Permitted Indenture Refinancing
Indebtedness complies with the requirements of Sections 7.15 and 7.09 and the
definition of “Permitted Indenture Refinancing Indebtedness” and (ii) no Event of Default shall
have occurred and be continuing or would occur as a result thereof.



     (b) At the time the Company or any Loan Party enters into any Additional Indebtedness, the
Company shall deliver to the Administrative Agent a certificate, in form and substance acceptable
to the Administrative Agent, attaching copies of all material documentation relating to such
Additional Indebtedness, stating the amount of such Additional Indebtedness and certifying that (i)
such Additional Indebtedness complies with the requirements of Sections 7.15 and
7.09 and the definition of “Additional Indebtedness” and (ii) no Event of Default shall
have occurred and be continuing or would occur as a result thereof.



     6.18 Joinder of Additional Silo Lenders. To the extent not otherwise required to be delivered
pursuant to Sections 7.16 or 7.17 and as soon as practicable but in any event
within five (5) days following the initial incurrence of Permitted Silo Indebtedness by any New
Vehicle



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Borrower or any other Subsidiary from a Silo Lender with respect to a particular franchise,
cause to be delivered to the Administrative Agent a joinder agreement to the Master Intercreditor
Agreement executed by the applicable Silo Lender, along with any applicable revised exhibits
thereto.




     6.19 Deposit Accounts. Maintain with the Revolving Administrative Agent at all times the
depository arrangements in existence with the Revolving Administrative Agent on the Closing Date
(including the maintenance of all business, operating and administrative deposit accounts) unless
otherwise approved by the Revolving Administrative Agent.



     6.20 Ally Floorplan. Within thirty (30) days of the date hereof, the Company shall provide
the Administrative Agent with evidence that all interest, fees and other amounts not previously
paid with respect to floorplan financing arrangements existing on or prior to the Effective Date
among Ally Bank (or its Affiliates) and any Subsidiary have been paid and that all Liens securing
obligations under such floorplan financing arrangements have been terminated.



ARTICLE VII.

NEGATIVE COVENANTS




     So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, the Company shall not, nor shall it permit any
Subsidiary to, directly or indirectly:



     7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property,
assets or revenues, whether now owned or hereafter acquired, other than the following:



     (a) Liens pursuant to any Loan Document;



     (b) Liens existing on the date hereof and listed on Schedule 7.01 and any refunding,
refinancing, renewals or extensions thereof, provided that (i) the property covered thereby
is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or
any contingent obligor with respect thereto is not changed, and (iv) any refunding, refinancing,
renewal or extension of the obligations secured or benefited thereby is permitted by Section
7.03(b);



     (c) Liens for taxes not yet due or which are being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable Person in accordance with GAAP;



     (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of more than thirty
(30) days or which are being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto are maintained on the books of the applicable
Person;



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     (e) pledges or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation, other than any Lien
imposed by ERISA;



     (f) deposits to secure the performance of bids, trade contracts and leases (other than
Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business;



     (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real
property which, in the aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the property subject thereto or materially interfere with the
ordinary conduct of the business of the applicable Person;



     (h) Liens securing judgments for the payment of money not constituting a Used Vehicle Event of
Default under Section 8.01(h) or a New Vehicle Event of Default under Section
8.03(j);



     (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that
(i) such Liens do not at any time encumber any property other than the property financed by such
Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market
value, whichever is lower, of the property being acquired on the date of acquisition;



     (j) Liens securing Permitted Silo Indebtedness so long as the respective Silo Lender (and each
other party to the Master Intercreditor Agreement) has executed and delivered the Master
Intercreditor Agreement to the Administrative Agent and such Liens are subject to the Master
Intercreditor Agreement; provided that, Permitted Silo Indebtedness provided by a Silo
Lender may be cross-collateralized with other Permitted Silo Indebtedness provided by such Silo
Lender;



     (k) Liens on Permitted Real Estate Indebtedness Collateral securing either Permitted Real
Estate Indebtedness permitted by Section 7.03(l) or permitted Guarantees thereof;



     (l) Liens securing Permitted Third Party Service Loaner Indebtedness;



     (m) Liens securing the Revolving Credit Facility so long as the Revolving Administrative Agent
(and each other party to the Master Intercreditor Agreement) has executed and delivered the Master
Intercreditor Agreement to the Administrative Agent and such Liens are subject to the Master
Intercreditor Agreement; and



     (n) Liens not otherwise permitted under this Section 7.01; provided that (i)
at the time of the creation or incurrence of such Lien, no Default shall exist or would result from
such Lien, (ii) no such Lien attaches to any Collateral, and (iii) the aggregate Indebtedness
secured by (and the value of the assets subject to) all Liens created or incurred in reliance on
this clause (n) shall not exceed $15,000,000 at any time.



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     7.02 Investments. Make any Investments, except:



     (a) Investments held by the Company or such Subsidiary in the form of cash equivalents or
short-term marketable securities;



     (b) advances to officers, directors and employees of the Company and Subsidiaries in an
aggregate amount not to exceed $5,000,000 at any time outstanding, for travel, entertainment,
relocation and analogous ordinary business purposes;



     (c) Investments of the Company in any Subsidiary Guarantor and Investments of any Subsidiary
Guarantor in the Company or in another Subsidiary Guarantor;



     (d) Investments consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course of business, and
Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors to the extent reasonably necessary in order to prevent or limit loss;



     (e) Guarantees permitted by Section 7.03;



     (f) Acquisitions permitted by Section 7.12;



     (g) capital contributions (in order to meet capital requirements imposed by applicable Law) or
insurance premium payments by any Loan Party to SRM Assurance, Ltd., which capital contributions
and premium payments do not exceed $6,000,000 in the aggregate in any fiscal year of the Company;



     (h) Buyer Notes obtained by the Company or a Subsidiary in connection with a Disposition
permitted by Section 7.05(g), provided, however, that the aggregate amount
of all such Investments at any one time shall not exceed $10,000,000;



     (i) Investments made in connection with the Company’s supplemental executive retirement plan,
as the same may be amended, so long as such Investments do not exceed (A) $5,000,000 in any given
calendar year or (B) $15,000,000 in the aggregate; and



     (j) other Investments not exceeding $10,000,000 in the aggregate in any fiscal year of the
Company.



     7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:



     (a) Indebtedness under the Loan Documents;



     (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any
refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of
such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension
except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and
expenses reasonably incurred, in connection with such refinancing and by an amount equal to any
existing commitments unutilized thereunder and (ii) the terms relating to principal amount,
amortization, maturity, collateral (if any) and subordination (if any), and other material terms



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taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and
of any agreement entered into and of any instrument issued in connection therewith, are no less
favorable in any material respect to the Loan Parties or the Lenders than the terms of any
agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended
and the interest rate applicable to any such refinancing, refunding, renewing or extending
Indebtedness does not exceed the then applicable market interest rate;




     (c) Guarantees of the Company or any Subsidiary Guarantor in respect of Indebtedness otherwise
permitted hereunder of the Company or any Subsidiary Guarantor;



     (d) obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising
under any Swap Contract, provided that (i) such obligations are (or were) entered into by
such Person in the ordinary course of business for the purpose of directly mitigating risks
associated with liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such Person, and not
for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain
any provision exonerating the non-defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party;



     (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money
obligations for fixed or capital assets within the limitations set forth in Section
7.01(i); provided, however, that the aggregate amount of all such Indebtedness
at any one time outstanding shall not exceed $10,000,000;



     (f) Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any time
outstanding;



     (g) Permitted Silo Indebtedness so long as each Silo Lender holding such Indebtedness (and
each other party to the Master Intercreditor Agreement) has executed and delivered the Master
Intercreditor Agreement to the Administrative Agent;



     (h) 2003-8.625% Indenture Indebtedness and any Permitted Indenture Refinancing Indebtedness
that has refinanced or replaced any 2003-8.625% Indenture Indebtedness; provided that (i)
the aggregate amount of all such 2003-8.625% Indenture Indebtedness and such Permitted Indenture
Refinancing Indebtedness at any one time outstanding shall not exceed the aggregate principal
amount of such Indebtedness existing as of the Closing Date, plus the reasonable fees,
premiums or transaction costs incurred in connection with any such Permitted Indenture Refinancing
Indebtedness, less the aggregate principal amount of all 2003-8.625% Indenture Indebtedness
and the related Permitted Indenture Refinancing Indebtedness that is prepaid as permitted hereunder
(other than with proceeds from any Permitted Indenture Refinancing Indebtedness), plus, to
the extent permitted hereunder, the amount of payment-in-kind interest accrued on such 2003-8.625%
Indenture Indebtedness, and (ii) both immediately prior to the issuance of such Permitted Indenture
Refinancing Indebtedness and after giving effect to such Permitted Indenture Refinancing
Indebtedness (A) no Default or Event of Default shall exist, and (B) the Company and its
Subsidiaries shall be in Pro Forma Compliance, as evidenced by a Pro Forma Compliance Certificate;



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     (i) 2009-5.0% Indenture Indebtedness and any Permitted Indenture Refinancing Indebtedness that
has refinanced or replaced any 2009-5.0% Indenture Indebtedness; provided that (i) the
aggregate amount of all such 2009-5.0% Indenture Indebtedness and such Permitted Indenture
Refinancing Indebtedness at any one time outstanding shall not exceed the aggregate principal
amount of such Indebtedness existing as of the Closing Date, plus the reasonable fees,
premiums or transaction costs incurred in connection with any such Permitted Indenture Refinancing
Indebtedness, less the aggregate principal amount of all 2009-5.0% Indenture Indebtedness
and the related Permitted Indenture Refinancing Indebtedness that is prepaid as permitted hereunder
(other than with proceeds from any Permitted Indenture Refinancing Indebtedness), plus, to
the extent permitted hereunder, the amount of payment-in-kind interest accrued on such 2009-5.0%
Indenture Indebtedness, and (ii) both immediately prior to the issuance of such Permitted Indenture
Refinancing Indebtedness and after giving effect to such Permitted Indenture Refinancing
Indebtedness (A) no Default or Event of Default shall exist, and (B) the Company and its
Subsidiaries shall be in Pro Forma Compliance, as evidenced by a Pro Forma Compliance Certificate;



     (j) 2010-9.0% Indenture Indebtedness and any Permitted Indenture Refinancing Indebtedness that
has refinanced or replaced any 2010-9.0% Indenture Indebtedness; provided that (i) the aggregate
amount of all such 2010-9.0% Indenture Indebtedness and such Permitted Indenture Refinancing
Indebtedness at any one time outstanding shall not exceed the aggregate principal amount of such
Indebtedness existing as of the Closing Date, plus the reasonable fees, premiums or transaction
costs incurred in connection with any such Permitted Indenture Refinancing Indebtedness, less the
aggregate principal amount of all 2010-9.0% Indenture Indebtedness and the related Permitted
Indenture Refinancing Indebtedness that is prepaid as permitted hereunder (other than with proceeds
from any Permitted Indenture Refinancing Indebtedness), plus, to the extent permitted hereunder,
the amount of payment-in-kind interest accrued on such 2010-9.0% Indenture Indebtedness, and (ii)
both immediately prior to the issuance of such Permitted Indenture Refinancing Indebtedness and
after giving effect to such Permitted Indenture Refinancing Indebtedness (A) no Default or Event of
Default shall exist, and (B) the Company and its Subsidiaries shall be in Pro Forma Compliance, as
evidenced by a Pro Forma Compliance Certificate;



     (k) Additional Unsecured Indebtedness (in addition to the Indebtedness described in
Sections 7.03(h), (i) and (j)) if both immediately prior to the issuance of
such Additional Unsecured Indebtedness and after giving effect to such Additional Unsecured
Indebtedness (i) no Default or Event of Default shall exist, and (ii) the Company and its
Subsidiaries shall be in Pro Forma Compliance, as evidenced by a Pro Forma Compliance
Certificate; provided, however, that the aggregate amount of all such Additional
Unsecured Indebtedness at any one time outstanding shall not exceed $50,000,000;



     (l) Additional Unsecured Subordinated Indebtedness (in addition to the Indebtedness described
in Sections 7.03(h), (i), (j) and (k)), if both immediately prior
to the issuance of such Additional Unsecured Subordinated Indebtedness and after giving effect to
such Additional Unsecured Subordinated Indebtedness (i) no Default or Event of Default shall exist,
and (ii) the Company and its Subsidiaries shall be in Pro Forma Compliance, as evidenced by a Pro
Forma Compliance Certificate; provided, however, that the aggregate amount of all such Additional
Unsecured Subordinated Indebtedness at any one time outstanding shall not exceed the lesser of



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(i) $225,000,000 and (ii) the sum of (A) Indenture Prepayments permitted by Section
7.15 which were made after the Closing Date other than with proceeds of Permitted Indenture
Refinancing Indebtedness plus (B) $35,000,000;




     (m) Permitted Real Estate Indebtedness;



     (n) Permitted Third Party Service Loaner Indebtedness; provided that the Indebtedness
described in this clause (n) is in an aggregate principal amount not to exceed $2,500,000
at any time outstanding;



     (o) Indebtedness under the Revolving Credit Agreement so long as the Revolving Administrative
Agent (and each other party to the Master Intercreditor Agreement) has executed and delivered the
Master Intercreditor Agreement to the Administrative Agent; and



     (p) Indebtedness under any Secured Cash Management Arrangement.



     7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another
Person, or Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any
Person, except that, so long as no Default exists or would result therefrom:



     (a) any Subsidiary may merge with (i) the Company, provided that the Company shall be
the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided
that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor
shall be the continuing or surviving Person;



     (b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person
in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the
Company is a party to any such merger or consolidation, the Company is the survivor thereof, and
(ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such
merger or consolidation, a Subsidiary Guarantor is the survivor thereof;



     (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to the Company or to another Subsidiary; provided that if the
transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the
Company or a Subsidiary Guarantor;



     (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any
Person in one transaction or in a series of transactions, provided that such Disposition or
Dispositions satisfy the requirements of Section 7.05(g) and in the case of a Disposition
of a dealership Subsidiary, Section 7.19; and



     (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance
with the terms of this Agreement (i) may be dissolved or have its entity status terminated and (ii)
at the request of the Company, be released by the Administrative Agent and the Revolving
Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan
Documents, provided that, if at any time thereafter the Company requests that such
Subsidiary be designated as a New Vehicle Borrower, the Company shall cause to be delivered to



112









 




the Administrative Agent all documents required to be delivered by Section 6.14 with
respect to such Subsidiary in the timeframes set forth therein.




     7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition,
except:



     (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in
the ordinary course of business;



     (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary
course of business;



     (c) Dispositions of equipment or real property to the extent that (i) such property is
exchanged for credit against the purchase price of similar replacement property or (ii) the
proceeds of such Disposition are reasonably promptly applied to the purchase price of such
replacement property;



     (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary;
provided that if the transferor of such property is a Subsidiary Guarantor, the transferee
thereof must either be the Company or a Subsidiary Guarantor;



     (e) Dispositions permitted by Section 7.04;



     (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback
transactions, provided that the book value of all property so Disposed of shall not exceed
$50,000,000 in any fiscal year;



     (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this
Section 7.05; provided that at the time of such Disposition, (i) no Default shall
exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership
Subsidiary, the requirements of Section 7.19 have been satisfied;


provided, however, that any Disposition pursuant to clauses (a) through (g) shall
be for fair market value.




     7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall
have occurred and be continuing at the time of any action described below or would result
therefrom:



     (a) each Subsidiary may make Restricted Payments to the Company and any Subsidiaries of the
Company that are Subsidiary Guarantors;



     (b) the Company may declare and make dividend payments or other distributions payable solely
in the common stock or other common Equity Interests of such Person;



     (c) any Loan Party may make “net share settlements” of vested restricted stock for tax
withholding;



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     (d) the Company may declare and make cash dividends (for purposes other than those described
in Sections 7.06(e) or (f)) so long as before and after giving effect to such cash
dividends, there is no Default or Event of Default and the Company and its Subsidiaries are in Pro
Forma Compliance;



     (e) the Company may make Restricted Payments permitted by Section 7.15 (including
conversions of or similar payments made with respect to the Indenture Indebtedness, any Additional
Indebtedness permitted by Section 7.03(k) or (l), or any convertible notes that
refinance the Indenture Indebtedness or Additional Indebtedness permitted by Section 7.15);
and



     (f) the Company may make Restricted Payments in order to purchase, redeem, retire, acquire,
cancel or terminate its Class A Common Stock so long as both immediately prior to such Restricted
Payment and after giving effect to such Restricted Payment, any other Restricted Payments described
in this clause (f) the Company intends in good faith to make during any applicable fiscal quarter
and any Indenture Prepayments the Company intends in good faith to make during any applicable
fiscal quarter: (i) no Default or Event of Default shall exist, (ii) the Company and its
Subsidiaries are in Pro Forma Compliance, and (iii) the Repurchase Test Amount (calculated as
described in the definition of “Pro Forma Compliance”) is equal to or greater than $125,000,000
(for any such calculation made with respect to any date of determination in fiscal year 2011) or
$140,000,000 (for any such calculation made with respect to any date of determination in any fiscal
year after 2011), as evidenced, in the case of clauses (ii) and (iii), by a Pro Forma Compliance
Certificate and a Repurchase Test Amount Certificate submitted not less than 5 Business Days and
not more than 90 days prior to the date of any such Restricted Payment.



     7.07 Change in Nature of Business. Engage in any material line of business substantially
different from those lines of business conducted by the Company and its Subsidiaries on the date
hereof or any business substantially related or incidental thereto.



     7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate
of the Company, whether or not in the ordinary course of business, other than on fair and
reasonable terms substantially as favorable to the Company or such Subsidiary as would be
obtainable by the Company or such Subsidiary at the time in a comparable arm’s length transaction
with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to
transactions between or among the Company and any Guarantor or between and among any Guarantors.



     7.09 Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement
or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted
Payments to the Company or any Loan Party or to otherwise transfer property to the Company or any
Loan Party, (ii) of any Subsidiary to Guarantee the Indebtedness of the Company, or (iii) of the
Company or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such
Person; provided, however, that (x) clauses (i), (ii) and (iii) above shall not
prohibit any such restriction on Restricted Payments, Guarantees or liens incurred or provided in
favor of any Floorplan Secured Party under the Floorplan Loan Documents, and (y) clause (iii) above
shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness
permitted under Section 7.03(e), (g), (m) or (n) solely to the extent any



114









 




such negative pledge relates to the property financed by or securing such Indebtedness, (y)
any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under
Section 7.03(h) solely to the extent any such negative pledge does not prohibit any current
or future Lien of the Revolving Administrative Agent or the Administrative Agent (in each case for
the benefit of the Secured Parties), on any property of any Loan Party, or (z) manufacturer
limitations on dividends set forth in Franchise Agreements or Framework Agreements which
limitations relate to minimum capitalization requirements for dealerships; or (b) requires the
grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another
obligation of such Person.




     7.10 Use of Proceeds. Use the proceeds of any Borrowing, whether directly or indirectly, and
whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the
meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or
carrying margin stock or to refund indebtedness originally incurred for such purpose.



     7.11 Financial Covenants.



     (a) Consolidated Liquidity Ratio. Permit the Consolidated Liquidity Ratio as of the
end of any fiscal quarter (or at the request of the Administrative Agent, as of the end of any
calendar month), ending during any period set forth below to be less than the ratio set forth below
opposite such period:



	 	 	 	 	 
	Period	 	Ratio
	Closing Date through and including March 30, 2012
	 	 	1.05 to 1.00	 
	March 31, 2012 and thereafter
	 	 	1.10 to 1.00	 






     (b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge
Coverage Ratio at any time to be less than the ratios and for the periods set forth below:



	 	 	 	 	 
	Period	 	Ratio
	Closing Date through and including March 30, 2012
	 	 	1.15 to 1.00	 
	March 31, 2012 and thereafter
	 	 	1.20 to 1.00	 






     (c) Consolidated Total Lease Adjusted Leverage Ratio. Permit the Consolidated Total
Lease Adjusted Leverage Ratio at any time to be greater than 5.50 to 1.00.



     7.12 Acquisitions. Enter into any agreement, contract, binding commitment or other
arrangement providing for any Acquisition, or take any action to solicit the tender of securities
or proxies in respect thereof in order to effect any Acquisition, unless (i) the Person to be (or
whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of
business of the Person to be acquired are substantially the same as one or more line or lines of
business conducted by the Company and its Subsidiaries, or substantially related or incidental



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thereto, (ii) no Default or Revolving Default shall have occurred and be continuing either
immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the
aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any
fiscal year is in excess of $50,000,000 or if the aggregate Cost of Acquisition of all Acquisitions
(including such Acquisition) occurring after the Closing Date is in excess of $175,000,000, (w) the
Required Lenders shall have consented to such Acquisition, (x) no Default would exist immediately
after giving effect to such Acquisitions, (y) the Company shall have furnished to the
Administrative Agent pro forma historical financial statements as of the end of the most recently
completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving
effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and
(z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such
Acquisition, as evidenced by a Pro Forma Compliance Certificate and a Pro Forma Revolving Borrowing
Base Certificate, in each case delivered simultaneously with such pro forma historical financial
statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the
Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if
assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v)
after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have
complied with the provisions of Section 6.14.




     7.13 Used Vehicle Borrowing Base.



     (a) Permit at any time the sum of the Total Used Vehicle Floorplan Outstandings to exceed the
Used Vehicle Borrowing Base, unless the Company shall have immediately complied with Section
2.09(e) with respect to such excess; or



     (b) substantially change the method of valuation of the Collateral with respect to the Used
Vehicle Borrowing Base from that used by the Company and its Subsidiaries on the Closing Date.



     7.14 Amendments of Certain Indebtedness. Amend, modify or change in any manner any term or
condition of any of the Indenture Indebtedness or any Additional Indebtedness permitted by
Section 7.03(k) or (l) or refinance or replace any such Indebtedness so that the
terms and conditions thereof are less favorable to the Administrative Agent and the Lenders than
the terms and conditions of the relevant Indebtedness as of the later of the Closing Date or the
date of incurrence thereof.



     7.15 Prepayments, etc. of Certain Indebtedness. (i) Prepay, redeem, purchase, defease, settle
in cash or otherwise satisfy prior to the scheduled maturity thereof in any manner any of the
Indenture Indebtedness or any Additional Indebtedness (such prepayments, redemptions, purchases,
defeases, settlements or satisfactions referred to as “Indenture Prepayments”), except
that, the Company may make such Indenture Prepayments so long as both immediately prior to such
Indenture Prepayments and after giving effect to such Indenture Prepayments, any other Indenture
Prepayments the Company intends in good faith to make during any applicable fiscal quarter and any
Restricted Payments described in Section 7.06(f) the Company intends in good faith to make
during any applicable fiscal quarter: (A) no Default or Event of Default shall exist, (B) the
Company and its Subsidiaries shall be in Pro Forma



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Compliance, and (C) the Repurchase Test Amount (calculated as described in the definition of
“Pro Forma Compliance”) is equal to or greater than $125,000,000 (for any such calculation made
with respect to any date of determination in fiscal year 2011) or $140,000,000 (for any such
calculation made with respect to any date of determination in any fiscal year after 2011), as
evidenced, in the case of clauses (B) and (C), by a Pro Forma Compliance Certificate and a
Repurchase Test Amount Certificate submitted not less than 5 Business Days and not more than 90
days prior to the date of any such Indenture Prepayment.




     7.16 Silo Subsidiaries. Permit any Subsidiary to become a Silo Subsidiary unless (i) any Silo
Lender providing Permitted Silo Indebtedness to such Subsidiary has delivered to the Administrative
Agent a joinder agreement to the Master Intercreditor Agreement (or if applicable, a revised
exhibit to the Master Intercreditor Agreement for such Silo Lender), (ii) such Subsidiary shall not
be designated a New Vehicle Borrower or entitled to the proceeds of any New Vehicle Floorplan
Loans, (ii) no New Vehicle Inventory of such Subsidiary shall be financed by any New Vehicle
Floorplan Loans, and (iii) prior to the time of designation of such Subsidiary as a Silo
Subsidiary, all outstanding New Vehicle Floorplan Loans with respect to such Subsidiary shall have
been repaid.



     7.17 Dual Subsidiaries. Permit any Subsidiary to become a Dual Subsidiary unless (i) any Silo
Lender providing Permitted Silo Indebtedness to such Subsidiary has delivered to the Administrative
Agent a joinder agreement to the Master Intercreditor Agreement (or if applicable, a revised
exhibit to the Master Intercreditor Agreement for such Silo Lender), (ii) in the event the New
Vehicles of any such Dual Subsidiary are financed by both the New Vehicle Floorplan Facility and
Permitted Silo Indebtedness (each, an “Applicable Vehicle Floorplan”), each separate brand
of New Vehicles of any such Dual Subsidiary must be financed by the same Applicable Vehicle
Floorplan, (iii) no Used Vehicles of any such Dual Subsidiary shall be financed by the Used Vehicle
Floorplan Facility, and (iv) no Silo Lender may finance Used Vehicles at the applicable dealership
unless it finances New Vehicles at such dealership, and (v) prior to the time of designation of
such Subsidiary as a Dual Subsidiary, all outstanding New Vehicle Floorplan Loans with respect to
such Subsidiary for New Vehicles of any dealerships which will be financed by such Permitted Silo
Indebtedness shall have been repaid.



     7.18 [Intentionally Omitted.]



     7.19 Disposition of Subsidiary or Franchise. Sell to any Person other than the Company or any
of its Subsidiaries, dissolve, or transfer back to the franchisor, any franchise (or Subsidiary
that owns one or more franchises), unless any applicable Silo Lender with respect to any Permitted
Silo Indebtedness of such franchise (or Subsidiary) has (a) taken any steps necessary so that any
remaining assets of the Company and its remaining Subsidiaries no longer secure floorplan
Indebtedness of such transferred franchise or Subsidiary and (b) delivered to the Administrative
Agent a revised Master Intercreditor Agreement exhibit for such lender, deleting such franchise (or
in the case of a sale of a Subsidiary, any franchise owned by such Subsidiary) from such exhibit or
other evidence satisfactory to the Administrative Agent in its reasonable discretion that such Silo
Lender will deliver such revised exhibit upon payment of amounts remaining under such transferred
franchise or Subsidiary’s floorplan Indebtedness.



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     7.20 Additional Credit Support Documentation. Permit any Subsidiary to Guarantee or grant any
Lien in favor of any Silo Lender in respect of Permitted Silo Indebtedness except for such
Guarantees by and Liens granted by Silo Subsidiaries and Dual Subsidiaries which receive Permitted
Silo Indebtedness from such Silo Lender. Without limiting the foregoing and without limiting the
generality of the Subsidiary Guaranty or Section 6.14, in the event any Silo Lender
receives a Guarantee or Lien in violation of the previous sentence, the Company shall cause the
applicable Subsidiaries to provide substantially similar Guarantees to the Administrative Agent and
the Lenders or grant substantially similar Liens in favor of the Revolving Administrative Agent
(for the benefit of the Secured Parties) to the same extent.



     7.21 Perfection of Deposit Accounts. Permit any Person (other than the Revolving
Administrative Agent (on behalf of the Revolving Secured Parties) to obtain any deposit account
control agreement (or otherwise perfect any Lien in) any deposit account of the Company or any of
its Subsidiaries.



ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES




     8.01 Used Vehicle Events of Default. Any of the following shall constitute a Used Vehicle
Event of Default (each a “Used Vehicle Event of Default”):



     (a) Non-Payment. The Company or any other Loan Party fails to pay (i) when and as
required to be paid herein, any amount of principal of any Used Vehicle Floorplan Loan, or (ii)
within five (5) days after the same becomes due, any interest on any Used Vehicle Floorplan Loan,
or any fee due hereunder with respect to the Used Vehicle Floorplan Facility, or (iii) within five
(5) days after the same becomes due, any other amount payable hereunder or under any other Loan
Document with respect to the Used Vehicle Floorplan Facility; or



     (b) Specific Covenants. The Company or any other Borrower fails to perform or observe
any term, covenant or agreement contained in any of Section 6.01, 6.02(a),
(b), (c) or (d), 6.03, 6.05, 6.10, 6.11 or
6.12 or Article VII; or



     (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or
agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part
to be performed or observed and such failure continues for thirty (30) days after the giving of
written notice to such Loan Party specifying the alleged default; or



     (d) Representations and Warranties. Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of the Company or any other Loan Party
herein, in any other Loan Document, or in any document delivered in connection herewith or
therewith shall be incorrect or misleading in any material respect (i) when made or deemed made or
(ii) at the time a draft with respect to a Payment Commitment or a Payoff Letter Commitment is
presented for payment; or



     (e) Cross-Default. (i) The Company or any Subsidiary (A) fails to make any payment
when due (whether by scheduled maturity, required prepayment, acceleration, demand, or



118









 




otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts but including Permitted Silo Indebtedness) having a principal
amount (including undrawn committed or available amounts and including amounts owing to all
creditors under any combined or syndicated credit arrangement), either individually or in the
aggregate for all Indebtedness for which a payment default then exists, of more than the Threshold
Amount, or (B) fails to observe or perform any other agreement or condition relating to any such
Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event occurs (each, an “Other Event”), the effect of which
default or Other Event is to cause, or to permit the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such
Indebtedness in excess of the Threshold Amount (either individually or in the aggregate for all
Indebtedness for which a covenant default then exists) to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such
Guarantee to become payable or cash collateral in respect thereof to be demanded; provided
that, the mere fact that any Indebtedness is a “demand obligation” and payment thereof may be
demanded at any time (whether or not any Person has defaulted thereunder) shall not, by itself,
constitute an “Other Event,” but the demand for payment thereof shall constitute an “Other Event”;
or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap
Contract) resulting from (A) any event of default under such Swap Contract as to which the Company
or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination
Event (as so defined) under such Swap Contract as to which the Company or any Subsidiary is an
Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Company
or such Subsidiary as a result thereof is greater than the Threshold Amount; or




     (f) Insolvency Proceedings, Etc. The Company, any Loan Party or any of their
respective Subsidiaries institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents
to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or
similar officer for it or for all or any material part of its property; or any receiver, trustee,
custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the
application or consent of such Person and the appointment continues undischarged or unstayed for
sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person
or to all or any material part of its property is instituted without the consent of such Person and
continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered
in any such proceeding; or



     (g) Inability to Pay Debts; Attachment. (i) The Company or any Subsidiary becomes
unable or admits in writing its inability or fails generally to pay its debts as they become due,
or (ii) any writ or warrant of attachment or execution or similar process is issued or levied
against all or any material part of the property of any such Person and is not released, vacated or
fully bonded within thirty (30) days after its issue or levy; or



     (h) Judgments. There is entered against the Company or any Subsidiary (i) a final
judgment or order for the payment of money in an aggregate amount exceeding the Threshold



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Amount, or in the case of the class action lawsuit regarding the APCO etch product, Case No.
3:10-CV-382-RLV-DSC currently pending in the United Stated District Court for the Western District
of North Carolina, $30,000,000 (in each case, to the extent not covered by independent third-party
insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary
final judgments that have, or could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced
by any creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive days
during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is
not in effect; or




     (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan, Multiemployer
Plan or Multiple Employer Plan which has resulted or could reasonably be expected to result in
liability of the Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan, Multiple
Employer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the
Company or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace
period, any installment payment with respect to its withdrawal liability under Section 4201 of
ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or



     (j) Invalidity of Loan Documents. (i) Any Loan Document, at any time after its
execution and delivery and for any reason other than as expressly permitted hereunder or thereunder
or satisfaction in full of all the Obligations, ceases to be in full force and effect; or (ii) any
Security Instrument shall for any reason (other than pursuant to the terms thereof) cease to create
a valid security interest in the Collateral purported to be covered thereby or such security
interest shall for any reason cease to be a perfected security interest with the priority provided
therefor in such Security Instrument and as contemplated in the Master Intercreditor Agreement
subject only to those Liens permitted by Section 7.01; or



     (k) Change of Control. There occurs any Change of Control; or



     (l) Franchise Agreements and Framework Agreements. (i) Any Franchise Agreement or
Framework Agreement is terminated or suspended or expires and a replacement for such Franchise
Agreement or Framework Agreement is not entered into within 30 days of such termination, suspension
or expiration, (ii) there occurs a default by any Person in the performance or observance of any
term of any Franchise Agreement or Framework Agreement which is not cured within any applicable
cure period therein, or (iii) there occurs any change in any Franchise Agreement or Framework
Agreement, except in each case referred to in clauses (i), (ii) and (iii) to the extent such
termination, suspension, expiration, default or change (either individually or in the aggregate)
could not reasonably be expected to have a Material Adverse Effect; provided that, in the
event a Franchise Agreement expires in accordance with its terms, if and for so long as the
respective dealership Subsidiary and manufacturer or distributor are negotiating in good faith to
renew such Franchise Agreement, and the respective manufacturer or distributor has not taken (and
is not reasonably expected to take) any action to terminate such Franchise Agreement, such
expiration shall not by itself be considered an Event of Default under this Section
8.01(l);



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     (m) Out of Balance. An audit performed by the Administrative Agent or New Vehicle
Swing Line Lender pursuant to the provisions of Section 6.10 reveals that any Vehicle of
any Borrower securing the Obligations has, for a period of thirty (30) consecutive days, been Out
of Balance, and such Out of Balance condition continues until the earlier of (i) three (3) days
following knowledge thereof by an officer of the Company and (ii) three (3) days following notice
to the Company thereof; or



     (n) New Vehicle Event of Default. A New Vehicle Event of Default shall occur and be
continuing.



     (o) Revolving Event of Default. A Revolving Event of Default shall occur and be
continuing.



     8.02 Remedies Upon Used Vehicle Event of Default.



     (a) If any Used Vehicle Event of Default occurs and is continuing, the Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the
following actions:




     (i) declare the commitment of each Used Vehicle Floorplan Lender to make Used Vehicle
Floorplan Loans to be terminated, whereupon such commitments and obligation shall be
terminated;




     (ii) declare the unpaid principal amount of all outstanding Used Vehicle Floorplan
Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document with respect to the Used Vehicle Floorplan
Facility to be immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Company;




     (iii) exercise on behalf of itself and the Used Vehicle Floorplan Lenders all rights
and remedies available to it and the Used Vehicle Floorplan Lenders under the Loan
Documents;


provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Company under the Bankruptcy Code of the United States, the
obligation of each Used Vehicle Floorplan Lender to make Used Vehicle Floorplan Loans shall
automatically terminate and the unpaid principal amount of all outstanding Used Vehicle Floorplan
Loans and all interest and other amounts as aforesaid shall automatically become due and payable
without further act of the Administrative Agent or any Used Vehicle Floorplan Lender.




     (b) Notwithstanding the above, with respect to a Used Vehicle Event of Default described in
Section 8.01(n), if such is caused solely by the occurrence of a single Event of Default
occurring under Section 8.03(a), (g), (h), or (l) and affects only one New Vehicle Borrower
and no other Event of Default has occurred and is continuing, the Administrative Agent shall not be
entitled to accelerate the Used Vehicle Floorplan Facility for a period of thirty (30) days from
the date of such Used Vehicle Event of Default.



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     (c) In addition to the foregoing, if any Used Vehicle Event of Default, New Vehicle Event of
Default or Revolving Event of Default occurs and is continuing, the Revolving Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders or the Required
Revolving Lenders, take any or all of the following actions:




     (i) foreclose upon, take possession of, or otherwise exercise any remedies available to
it under any Security Instrument with respect to, any of the Collateral, or




     (ii) take any action to perfect or preserve the rights of the Administrative Agent with
respect to any Collateral, including filing any appropriate claim or document with respect
to any Collateral in any proceeding under any Debtor Relief Law.



     8.03 New Vehicle Events of Default. Any of the following shall constitute a New Vehicle Event
of Default in respect of any one or more Borrowers (each, a “New Vehicle Event of
Default”):



     (a) Non-Payment. (i) Any Borrower or any other Loan Party fails to pay (A) when and
as required to be paid herein, any amount of principal of any New Vehicle Floorplan Loan or any New
Vehicle Floorplan Overdraft (except for any payment required by Section 2.11(a)(iii) which
constitutes an Out of Balance condition (as to which reference is made to clause (ii) below)), or
(B) within five (5) days after the same becomes due, any interest on any New Vehicle Floorplan
Loan, or any fee due hereunder with respect to the New Vehicle Floorplan Facility, or (C) within
five days after the same becomes due, any other amount payable hereunder or under any other Loan
Document with respect to the New Vehicle Floorplan Facility, or (ii) the Company shall fail to cure
any Out of Balance condition, which condition shall remain unremedied for a period of three days
following notice thereof by the Administrative Agent or New Vehicle Swing Line Lender to the
Company; or



     (b) Specific Covenants. The Company fails to perform or observe any term, covenant or
agreement contained in Section 7.11.



     (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or
agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part
to be performed or observed and such failure continues for thirty (30) days after the giving of
written notice to such Loan Party specifying the alleged default; or



     (d) Representations and Warranties. Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of the Company or any other Loan Party
herein, in any other Loan Document, or in any document delivered in connection herewith or
therewith shall be incorrect or misleading in any material respect (i) when made or deemed made or
(ii) at the time a draft with respect to a Payment Commitment or a Payoff Letter Commitment is
presented for payment; or



     (e) Revolving Event of Default. (i) A Revolving Event of Default which has not been
cured or waived within thirty (30) days of the occurrence of such Revolving Event of Default, (ii)
repayment of amounts outstanding under the Revolving Credit Facility shall be accelerated, or (iii)
the Company shall fail to pay any principal, interest or fees due under the Revolving Credit
Facility within thirty (30) days of the due date; or



122









 





     (f) Used Vehicle Event of Default. (i) A Used Vehicle Event of Default which has not
been cured or waived within thirty (30) days of the occurrence of such Used Vehicle Event of
Default, (ii) repayment of amounts outstanding under the Used Vehicle Floorplan Facility shall be
accelerated, or (iii) the Company shall fail to pay any principal, interest or fees due under the
Used Vehicle Floorplan Facility within thirty (30) days of the due date; or



     (g) Cross-Default. (i) The Company or any New Vehicle Borrower (A) fails to make any
payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts but including Permitted Silo Indebtedness) having a principal
amount (including undrawn committed or available amounts and including amounts owing to all
creditors under any combined or syndicated credit arrangement), either individually or in the
aggregate for all Indebtedness for which a payment default then exists, of more than the Threshold
Amount, or (B) fails to observe or perform any other agreement or condition relating to any such
Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event occurs (each, an “Other Event”), the effect of which
default or Other Event is to cause, or to permit the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such
Indebtedness in excess of the Threshold Amount (either individually or in the aggregate for all
Indebtedness for which a covenant default then exists) to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such
Guarantee to become payable or cash collateral in respect thereof to be demanded; provided
that, the mere fact that any Indebtedness is a “demand obligation” and payment thereof may be
demanded at any time (whether or not any Person has defaulted thereunder) shall not, by itself,
constitute an “Other Event,” but the demand for payment thereof shall constitute an “Other Event”;
or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap
Contract) resulting from (A) any event of default under such Swap Contract as to which the Company
or such New Vehicle Borrower is the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination Event (as so defined) under such Swap Contract as to which the Company or such New
Vehicle Borrower is an Affected Party (as so defined) and, in either event, the Swap Termination
Value owed by the Company or such New Vehicle Borrower as a result thereof is greater than the
Threshold Amount; or



     (h) Insolvency Proceedings, Etc. The Company or any New Vehicle Borrower institutes
or consents to the institution of any proceeding under any Debtor Relief Law, or makes an
assignment for the benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or
for all or any material part of its property; or any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer is appointed without the application or consent of
such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or
any proceeding under any Debtor Relief Law relating to any such Person or to all or any material
part of its property is instituted without the consent of such Person and continues undismissed or
unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or



123









 





     (i) Inability to Pay Debts; Attachment. (i) The Company or any New Vehicle Borrower
becomes unable or admits in writing its inability or fails generally to pay its debts as they
become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or
levied against all or any material part of the property of any such Person and is not released,
vacated or fully bonded within thirty (30) days after its issue or levy; or



     (j) Judgments. There is entered against the Company or any New Vehicle Borrower (i) a
final judgment or order for the payment of money in an aggregate amount exceeding the Threshold
Amount, or in the case of the class action lawsuit regarding the APCO etch product Case No.
02-12274 currently pending in the 13th Judicial Circuit, Hillsborough County, Florida, $20,000,000
(in each case, to the extent not covered by independent third-party insurance as to which the
insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have,
or could reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such
judgment or order, or (B) there is a period of ten (10) consecutive days during which a stay of
enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or



     (k) Franchise Agreements and Framework Agreement. With respect to the Company or any
New Vehicle Borrower, (i) any Franchise Agreement or Framework Agreement of the Company or such New
Vehicle Borrower is terminated or suspended or expires and a replacement for such Franchise
Agreement or Framework Agreement is not entered into within thirty (30) days of such termination,
suspension or expiration; or (ii) there occurs a default by any Person in the performance or
observance of any term of any Franchise Agreement or Framework Agreement which is not cured within
any applicable cure period therein, except in each case referred to in clauses (i) and (ii) to the
extent such termination, suspension, expiration, or default (either individually or in the
aggregate) could not reasonably be expected to have a Material Adverse Effect; provided
that, in the event a Franchise Agreement expires in accordance with its terms, if and for so long
as the respective dealership Subsidiary and manufacturer or distributor are negotiating in good
faith to renew such Franchise Agreement, and the respective manufacturer or distributor has not
taken (and is not reasonably expected to take) any action to terminate such Franchise Agreement,
such expiration shall not by itself be considered an Event of Default under this Section
8.03(l); or



     (l) Invalidity of Loan Documents and Collateral. (i) Any Loan Document with respect
to the Company or any New Vehicle Borrower, at any time after its execution and delivery and for
any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all
the Obligations, ceases to be in full force and effect; or (ii) any Security Instrument shall for
any reason (other than pursuant to the terms thereof) cease to create a valid security interest in
the Collateral purported to be covered thereby or such security interest shall for any reason cease
to be a perfected and first priority security interest subject only to those Liens permitted by
Section 7.01.



     8.04 Remedies Upon New Vehicle Event of Default.



     (a) Upon the occurrence and during the continuance of a New Vehicle Event of Default under
Section 8.03(a), (b), (c), (d), (g), (h), (i), (j), (k) or (l) with respect to the Company



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or any New Vehicle Borrower, the Administrative Agent may, and at the direction of the
Required Lenders, shall: (i) (A) make no further New Vehicle Floorplan Loans to such New Vehicle
Borrower or (in the case of any New Vehicle Event of Default under Section 8.03(h) or
(i) with respect to the Company) any New Vehicle Borrower during the continuance of such
New Vehicle Event of Default and shall at the direction of the Required Lenders cause the Borrowers
to terminate all “sweep”, “connectivity”, “automatic funding”, “zero balanced” account features and
related transfer services in respect of automatic deposit accounts, and (B) the Administrative
Agent and the New Vehicle Swing Line Lender, upon three (3) days prior notice to the Company before
the first debit, may initiate automatic debits from all such accounts of the Company or such New
Vehicle Borrower in order to pay sums due under any New Vehicle Floorplan Loans of the Company or
such New Vehicle Borrower. Notwithstanding the foregoing, the Lenders shall continue to make New
Vehicle Floorplan Loans available to the Company and all New Vehicle Borrowers with respect to
which no New Vehicle Event of Default has occurred unless otherwise provided in Section
8.04(c) below.




     (b) Upon the occurrence and during the continuance of a New Vehicle Event of Default under
Section 8.03(e) above, the Applicable Margin for all New Vehicle Floorplan Loans made to
all New Vehicle Borrowers during the thirty (30) day period referred to therein shall increase by
two percent (2%).



     (c) Immediately upon the occurrence of a New Vehicle Event of Default under Section
8.03(e) or (f), or thirty (30) days after the occurrence of any New Vehicle Event of
Default under Section 8.03(a), (b), (c), (d), (g), (h), (i), (j), (k) or (l) that is
continuing and immediately upon the occurrence of a second, concurrent New Vehicle Event of Default
under Section 8.03(a), (b), (c), (d), (g), (h), (i), (j), (k) or (l) (unless otherwise
permitted by the New Vehicle Swing Line Lender pursuant to Section 2.04) no further New
Vehicle Floorplan Loans shall be made to any New Vehicle Borrower and the Administrative Agent may,
and at the request of the Required Lenders shall, by written or facsimile notice to the Company,
take any of the following actions at the same or different times: (w) declare the commitment of
each Lender to make New Vehicle Floorplan Loans to be terminated, whereupon such commitments and
obligation shall be terminated and any such termination shall automatically terminate the New
Vehicle Floorplan Swing Line, (x) declare the unpaid principal amount of all outstanding New
Vehicle Floorplan Loans, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Loan Document to be immediately due and payable, without
presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived
by the Company, (y) exercise on behalf of itself and the Lenders all rights and remedies available
to it and the Lenders under the Loan Documents and (ii) the New Vehicle Swing Line Lender in its
sole discretion may suspend and terminate all Payment Commitments and Payoff Letter Commitments,
(iii) to the extent the New Vehicle Swing Line Lender determines that such suspension and
termination is permitted by the terms of such Payment Commitments and Payoff Letter Commitments)
the New Vehicle Swing Line Lender shall, at the request of the Required Lenders, suspend and
terminate any or all of the Payment Commitments and Payoff Letter Commitments, and (iv) the
Administrative Agent shall have all remedies available to it at law or in equity or as contained in
any of the Loan Documents;


provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Company under the Bankruptcy Code of the United States, the
obligation of






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each New Vehicle Lender to make New Vehicle Floorplan Loans shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid
shall automatically become due and payable, in each case without further act of the Administrative
Agent or any Lender; and



provided further, that upon the occurrence of an actual or deemed entry of an order for
relief with respect to any New Vehicle Borrower under the Bankruptcy Code of the United States, the
obligation of each New Vehicle Floorplan Lender to make New Vehicle Floorplan Loans to such New
Vehicle Borrower shall automatically terminate, the unpaid principal amount of all outstanding New
Vehicle Floorplan Loans made to such New Vehicle Borrower and all interest and with respect thereto
shall automatically become due and payable, in each case without further act of the Administrative
Agent or any New Vehicle Floorplan Lender.




     (d) In addition to the foregoing, if any Used Vehicle Event of Default, New Vehicle Event of
Default or Revolving Event of Default occurs and is continuing, the Revolving Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders or the Required
Revolving Lenders, take any or all of the following actions:




     (i) foreclose upon, take possession of, or otherwise exercise any remedies available to
it under any Security Instrument with respect to, any of the Collateral, or




     (ii) take any action to perfect or preserve the rights of the Revolving Administrative
Agent with respect to any Collateral, including filing any appropriate claim or document
with respect to any Collateral in any proceeding under any Debtor Relief Law.



     8.05 Overdrawing of New Vehicle Floorplan Loans. If at any time the aggregate outstanding
principal amount of all (i) New Vehicle Floorplan Loans (including New Vehicle Floorplan Swing Line
Loans and any outstanding New Vehicle Floorplan Overdraft), plus (ii) Requests for
Borrowings of New Vehicle Floorplan Loans (including requests pursuant to Payment Commitments),
exceeds (a) 110% of the Aggregate New Vehicle Floorplan Commitments and such condition exists for
five (5) consecutive days or (b) the Aggregate New Vehicle Floorplan Commitments by any amount for
fifteen (15) days out of any 30-day period, then, in such event, the New Vehicle Swing Line Lender
acting in its sole discretion may, and upon election of the Required New Vehicle Floorplan Lenders
shall, (y) take any and all actions reasonably necessary to suspend and/or terminate Payment
Commitments and Payoff Letter Commitments and (z) elect by written notice to the Company to
terminate the Aggregate New Vehicle Floorplan Commitments and to deem such occurrence as
constituting a New Vehicle Event of Default. Nothing contained in this Section 8.05 shall
be deemed to reduce the obligation of the Company and the Borrowers to make the payments required
pursuant to Section 2.11.



     8.06 Application of Funds. After the exercise of remedies provided for in this Article
VIII (or after the Loans have automatically become immediately due and payable as set forth in
the proviso to Section 8.02 or Section 8.04), any amounts received on account of
the Obligations shall, subject to the provisions of Sections 2.20 and 2.21 (and
unless the Administrative Agent determines in good faith that any such amount should be delivered
to another Person pursuant to



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the Master Intercreditor Agreement), be applied by the Administrative Agent in the following
order:




     First, to payment of (i) that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to
the Administrative Agent and amounts payable under Article III) payable to the
Administrative Agent in its capacity as such and (ii) that portion of the Obligations constituting
fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel
to the Revolving Administrative Agent) payable to the Revolving Administrative Agent in its
capacity as collateral agent under the Loan Documents for the benefit of the Secured Parties;



     Second, to payment of that portion of the Obligations constituting outstanding New
Vehicle Floorplan Overdrafts plus any accrued and unpaid interest thereon ratably among the New
Vehicle Floorplan Lenders in proportion to the respective amounts described in this clause
Second payable to them;



     Third, to payment of that portion of the Obligations constituting outstanding
principal of the New Vehicle Floorplan Swing Line Loans due to the New Vehicle Swing Line Lender
plus any accrued and unpaid interest therein;



     Fourth, to payment of that portion of the Obligations constituting outstanding
principal of the New Vehicle Floorplan Committed Loans plus any accrued and unpaid interest therein
ratably among the New Vehicle Floorplan Lenders in proportion to the respective amounts described
in this clause Fourth payable to them;



     Fifth, to payment of that portion of the Obligations constituting outstanding
principal of the Used Vehicle Facility Swing Line Loans due to the Used Vehicle Swing Line Lender
plus any accrued and unpaid interest therein;



     Sixth, to payment of that portion of the Obligations constituting outstanding
principal of the Used Vehicle Facility Committed Loans plus any accrued and unpaid interest therein
ratably among the Used Vehicle Floorplan Lenders in proportion to the respective amounts described
in this clause Seventh payable to them;



     Seventh, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal and interest) payable to the Lenders (including fees,
charges and disbursements of counsel to the respective Lenders (including fees and time charges for
attorneys who may be employees of any Lender) and amounts payable under Article III),
ratably among them in proportion to the respective amounts described in this clause Seventh
payable to them;



     Eighth, to the payment of all other Obligations of the Loan Parties owing under or in
respect of the Loan Documents that are due and payable to the Administrative Agent and the other
Secured Parties, or any of them, on such date, ratably based on the respective aggregate amounts of
all such Obligations owing to the Administrative Agent and the other Secured Parties on such date;
and



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     Last, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Company or as otherwise required by Law.



ARTICLE IX.

ADMINISTRATIVE AGENT




     9.01 Appointment and Authority. Each of the Lenders hereby irrevocably appoints (a) Bank of
America to act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and (b) Bank of America (in its capacity as the Revolving Administrative Agent) to act on
its behalf as the collateral agent hereunder and under the other Loan Documents, and authorizes the
Administrative Agent and the Revolving Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent and the Revolving
Administrative Agent, respectively, by the terms hereof or thereof, together with such actions and
powers as are reasonably incidental thereto. The provisions of this Article are solely for the
benefit of the Administrative Agent, the Revolving Administrative Agent and the Lenders, and
neither the Company nor any other Loan Party shall have rights as a third party beneficiary of any
of such provisions.



     9.02 Rights as a Lender. The Person serving as the Administrative Agent or the collateral
agent hereunder shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise the same as though it were not the Administrative Agent or the collateral
agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Administrative Agent and the Person
serving as the collateral agent hereunder in their respective individual capacity. Such Person and
its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with the Company, any
other Borrower or any Subsidiary or other Affiliate of the Company or any other Borrower as if such
Person were not the Administrative Agent or the collateral agent hereunder and without any duty to
account therefor to the Lenders.



     9.03 Exculpatory Provisions. Neither the Administrative Agent nor the Revolving
Administrative Agent shall have any duties or obligations except those expressly set forth herein
and in the other Loan Documents. Without limiting the generality of the foregoing, neither the
Administrative Agent nor the Revolving Administrative Agent:



     (a) shall be subject to any fiduciary or other implied duties, regardless of whether a Default
has occurred and is continuing;



     (b) shall have any duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents
that the Administrative Agent or the Revolving Administrative Agent is required to exercise as
directed in writing by the Required Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents), provided that
neither the Administrative Agent nor the Revolving Administrative Agent shall be required to take
any action that, in its opinion or the opinion of its counsel, may



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expose the Administrative Agent or the Revolving Administrative Agent to liability or that is
contrary to any Loan Document or applicable law; and




     (c) shall, except as expressly set forth herein and in the other Loan Documents, have any duty
to disclose, and shall not be liable for the failure to disclose, any information relating to the
Company or any of the other Borrowers or any of their respective Affiliates that is communicated to
or obtained by the Person serving as the Administrative Agent or the collateral agent or any of
their respective Affiliates in any capacity.



     Neither the Administrative Agent nor the Revolving Administrative Agent shall be liable for
any action taken or not taken by it (i) with the consent or at the request of the Required Lenders
or (under the circumstances described in Section 8.02(c) or 8.02(d)) either the
Required Lenders or the Required Revolving Lenders) (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 10.01, 8.02 and
8.04) or (ii) in the absence of its own gross negligence or willful misconduct. Neither
the Administrative Agent nor the Revolving Administrative Agent shall be deemed to have knowledge
of any Default unless and until notice describing such Default is given to the Administrative Agent
by the Company or a Lender. Notice to the Administrative Agent shall not by itself constitute
notice to the Revolving Administrative Agent, and notice to the Revolving Administrative Agent
shall not by itself constitute notice to the Administrative Agent.



     Neither the Administrative Agent nor the Revolving Administrative Agent shall be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in connection herewith
or therewith, (iii) the performance or observance of any of the covenants, agreements or other
terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document
or any other agreement, instrument or document or (v) the satisfaction of any condition set forth
in Article IV or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent or the Revolving Administrative Agent, as
applicable.



     9.04 Reliance by Administrative Agent and Revolving Administrative Agent. The Administrative
Agent and the Revolving Administrative Agent shall each be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper Person. Each of the Administrative Agent and the
Revolving Administrative Agent also may rely upon any statement made to it orally or by telephone
and believed by it to have been made by the proper Person, and shall not incur any liability for
relying thereon. In determining compliance with any condition hereunder to the making of a Loan
that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may
presume that such condition is satisfactory to such Lender unless the Administrative Agent shall
have received notice to the contrary from such Lender prior to the making of such Loan. Each of
the Administrative Agent and the Revolving Administrative



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Agent may consult with legal counsel (who may be counsel for the Company), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or experts.




     9.05 Delegation of Duties. Each of the Administrative Agent and the Revolving Administrative
Agent may perform any and all of its duties and exercise its rights and powers hereunder or under
any other Loan Document by or through any one or more sub-agents appointed by the Administrative
Agent or the Revolving Administrative Agent, as applicable. Each of the Administrative Agent and
the Revolving Administrative Agent and any such sub-agent may perform any and all of its duties and
exercise its rights and powers by or through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent or the Revolving Administrative Agent and any such sub-agent, and shall apply
to their respective activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent or Revolving Administrative Agent, as
applicable.



     9.06 Resignation of Administrative Agent. Each of the Administrative Agent and the Revolving
Administrative Agent may at any time give notice of its resignation to the Lenders and the Company.
Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in
consultation with the Company, to appoint a successor, which shall be a bank with an office in the
United States, or an Affiliate of any such bank with an office in the United States. If no such
successor shall have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent or collateral agent, as
applicable, gives notice of its resignation, then the retiring Administrative Agent or collateral
agent, as applicable, may on behalf of the Lenders, appoint a successor Administrative Agent or
collateral agent, as applicable, meeting the qualifications set forth above; provided that
if the Administrative Agent or the Revolving Administrative Agent, as applicable, shall notify the
Company and the Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice and (1) the retiring
Administrative Agent or collateral agent, as applicable, shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent or the Revolving Administrative Agent on behalf of the
Lenders under any of the Loan Documents, the retiring Administrative Agent or collateral agent, as
applicable, shall continue to hold such collateral security until such time as a successor
Administrative Agent or collateral agent, as applicable, is appointed) and (2) all payments,
communications and determinations provided to be made by, to or through the Administrative Agent or
collateral agent, as applicable, shall instead be made by or to each Lender directly, until such
time as the Required Lenders appoint a successor Administrative Agent or collateral agent, as
applicable, as provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent or collateral agent, as applicable, hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent or collateral agent, as applicable, and the retiring
Administrative Agent or collateral agent, as applicable, shall be discharged from all of its duties
and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as
provided above in this Section). The foregoing notwithstanding, upon the discharge of the retiring
Administrative Agent’s duties hereunder, neither the retiring Administrative Agent nor the
successor Administrative Agent or



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any New Vehicle Swing Line Lender shall be required to honor any request by a vehicle
manufacturer or distributor or financial institution for advance of a New Vehicle Swing Line Loan,
unless and until (A) such successor Administrative Agent and such manufacturer or distributor or
financial institution (and if required pursuant to the terms of such Payment Commitment or Payoff
Letter Commitment, the applicable New Vehicle Borrower) have entered into a new Payment Commitment
or Payoff Letter Commitment, and (B) any existing Payment Commitment between such manufacturer or
distributor or Payoff Commitment Letter between such financial institution and the retiring
Administrative Agent has been terminated. The fees payable by the Company to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor. After the retiring Administrative Agent’s or collateral
agent’s, as applicable, resignation hereunder and under the other Loan Documents, the provisions of
this Article and Section 10.04 shall continue in effect for the benefit of such retiring
Administrative Agent or collateral agent, as applicable, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while the
retiring Administrative Agent or collateral agent, as applicable, was acting as Administrative
Agent or collateral agent, as applicable.




     Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also
constitute its resignation as New Vehicle Swing Line Lender and Used Vehicle Swing Line Lender.
Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the retiring New Vehicle Swing Line Lender and Used Vehicle Swing Line Lender and (b) the
retiring New Vehicle Swing Line Lender and Used Vehicle Swing Line Lender shall be discharged from
all of their respective duties and obligations hereunder or under the other Loan Documents.



     9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that it
has, independently and without reliance upon the Administrative Agent, the Revolving Administrative
Agent or any other Lender or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently and without reliance
upon the Administrative Agent, the Revolving Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.



     9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the
Bookrunner, the Arranger or any Syndication Agents or Documentation Agents listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement or any of the other
Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the collateral
agent or a Lender hereunder.



     9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan shall then be due and payable as herein



131









 




expressed or by declaration or otherwise and irrespective of whether the Administrative Agent
shall have made any demand on the Company) shall be entitled and empowered, by intervention in such
proceeding or otherwise.




     (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such
other documents as may be necessary or advisable in order to have the claims of the Lenders, the
Administrative Agent and the Revolving Administrative Agent (in its capacity as collateral agent
hereunder) (including any claim for the reasonable compensation, expenses, disbursements and
advances of the Lenders and the Administrative Agent and the Revolving Administrative Agent (in its
capacity as collateral agent) and their respective agents and counsel and all other amounts due the
Lenders and the Administrative Agent and the Revolving Administrative Agent (in its capacity as
collateral agent) under Sections 2.13 and 10.04) allowed in such judicial
proceeding; and



     (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and the Revolving
Administrative Agent (in its capacity as collateral agent) to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders or the Revolving Administrative Agent, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.13 and 10.04.




     Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.



     9.10 Collateral and Guaranty Matters. The Lenders irrevocably authorize the Administrative
Agent and the Revolving Administrative Agent (on behalf of the Secured Parties), at their option
and in their discretion,



     (a) to release any Lien on any property granted to or held by the Administrative Agent or the
Revolving Administrative Agent under any Loan Document (i) upon termination of the Aggregate
Commitments and payment in full of all Obligations (other than contingent indemnification
obligations) (ii) that is sold or to be sold as part of or in connection with any sale permitted
hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved,
authorized or ratified in writing by the Required Lenders;



     (b) (i) to subordinate any Lien on any property granted to or held by the Administrative Agent
or the Revolving Administrative Agent under any Loan Document to the holder of any Lien on such
property that is permitted by Section 7.01(i) or to the interests of any



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lessor or purchaser of accounts receivable in assets that are owned by such Person and not by
any Loan Party, (ii) to enter into intercreditor arrangements with holders of Permitted Third Party
Service Loaner Indebtedness as described in the definition thereof, (iii) to enter into
intercreditor arrangements with holders of Permitted Real Estate Indebtedness for the purpose of
releasing or subordinating any Lien of the Administrative Agent on property that constitutes
Permitted Real Estate Indebtedness Collateral, and (iii) to enter into the Master Intercreditor
Agreement (and execute, deliver and modify the exhibits described therein from time to time);




     (c) to release or subordinate any Lien on any property granted to or held by the Revolving
Administrative Agent under any Loan Document to the holder of any Lien on such property that is
permitted by Section 7.01(n), including without limitation, in connection with the
termination of designation of a Subsidiary as a “New Vehicle Borrower” with respect to a Removed
Franchise, as applicable, pursuant to Section 2.19(e);



     (d) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty
(and to release any Lien on any property of such Subsidiary Guarantor) if such Person ceases to be
a Subsidiary as a result of a transaction permitted hereunder; and



     (e) to execute and deliver that certain letter agreement with the Ford Motor Company,
substantially in the form attached hereto as Exhibit N.



     Upon request by the Administrative Agent at any time, the Required Lenders will confirm in
writing the Administrative Agent’s or the Revolving Administrative Agent’s authority to release or
subordinate its interest in particular types or items of property, or to release any Subsidiary
Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10



     9.11 Collateral. The Administrative Agent and the Lenders further acknowledge that the
Revolving Administrative Agent has duties and obligations under the Revolving Credit Agreement and
other Revolving Loan Documents, and that the Revolving Administrative Agent is serving as
collateral agent hereunder solely as a convenience to the Administrative Agent, the Lenders and the
Revolving Lenders in the handling and disposition of collateral. Accordingly, the Administrative
Agent and the Lender hereby consent to the performance by the Revolving Administrative Agent, in
its discretion, of its duties, obligations and other actions under the Revolving Credit Agreement
and other Revolving Loan Documents.



ARTICLE X.

MISCELLANEOUS




     10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom,
shall be effective unless in writing signed by the Required Lenders and the Company or the
applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent (such
acknowledgement not to be unreasonably withheld or delayed), and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given;
provided, however, that no such amendment, waiver or consent shall:



133









 





     (a) waive any condition set forth in Section 4.01(a) without the written consent of
each Lender;



     (b) extend or increase the New Vehicle Floorplan Commitment or the Used Vehicle Floorplan
Commitment of any Lender (or reinstate any New Vehicle Floorplan Commitment pursuant to Section
8.04 or Used Vehicle Floorplan Commitment terminated pursuant to Section 8.02) without
the written consent of such Lender;



     (c) postpone any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the New Vehicle Floorplan Lenders (or any of
them) or any scheduled or mandatory reduction of the Aggregate New Vehicle Floorplan Commitments
hereunder or under any other Loan Document without the written consent of each New Vehicle
Floorplan Lender directly affected thereby; provided, however, that only the
consent of the Required New Vehicle Floorplan Lenders shall be required to postpone any date fixed
for any mandatory prepayment of principal of any New Vehicle Floorplan Loan required pursuant to
Section 2.11(a)(iii)(A) or interest accrued on any such principal amount;



     (d) postpone any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Used Vehicle Floorplan Lenders (or any of
them) or any scheduled or mandatory reduction of the Aggregate Used Vehicle Floorplan Commitments
hereunder or under any other Loan Document without the written consent of each Used Vehicle
Floorplan Lender directly affected thereby;



     (e) reduce the principal of, or the rate of interest specified herein on, any Loan, or
(subject to clause (v) of the second proviso to this Section 10.01) any fees or other
amounts payable hereunder or under any other Loan Document without the written consent of each
Lender directly affected thereby; provided, however, that only the consent of the
Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any
obligation of any Borrower to pay interest at the Default Rate or (ii) to amend any financial
covenant hereunder (or any defined term used therein) even if the effect of such amendment would be
to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;



     (f) change Section 8.06 in a manner that would alter the pro rata sharing of payments
required thereby without the written consent of each Lender;



     (g) change any provision of this Section or the definition of “Required Lenders”, “Required
New Vehicle Floorplan Lenders” or any other provision hereof specifying the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination
or grant any consent hereunder, without the written consent of each Lender;



     (h) release the Company from the Company Guaranty or release all or substantially all of the
value of the Subsidiary Guaranty without the written consent of each Lender;



     (i) release all or substantially all of the Collateral in any transaction or series of related
transactions, except as specifically required by the Loan Documents, without the written consent of
each Lender; or



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     (j) change any provisions of any Loan Document in a manner that by its terms adversely affects
the rights in respect of payments due to Lenders, or the assignment rights of such Lenders,
holding Loans of any Applicable Facility differently than those holding Loans of any other
Applicable Facility, without the written consent of Lenders holding at least 66-2/3% in interest of
the outstanding Loans and unused Commitments of each affected Applicable Facility (in addition to
any consent required under any other clause of this Section);


and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the New Vehicle Swing Line Lender in addition to the Lenders required above,
affect the rights or duties of the New Vehicle Swing Line Lender under this Agreement; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Used Vehicle Swing Line
Lender in addition to the Lenders required above, affect the rights or duties of the Used Vehicle
Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Lenders required above, affect
the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;
(iv) no amendment, waiver or consent shall, unless in writing and signed by the Revolving
Administrative Agent in addition to the Lenders required above, affect the rights or duties of the
Revolving Administrative Agent (in its capacity as collateral agent) under any Loan Document; (v)
the Bank of America Letter may be amended, or rights or privileges thereunder waived, in a writing
executed only by the parties thereto, (vi) no amendment, waiver or consent shall modify Section
8.02(c) or 8.04(d) or any voting requirement under this clause (vi) or clause (vii)
below, in a manner adverse to any Revolving Lender or the Revolving Administrative Agent, unless in
writing and signed by such Revolving Lender or Revolving Administrative Agent and, (vii)
notwithstanding the foregoing, if the Security Agreement expressly states the signatures required
for any amendment, consent or waiver thereto, then the terms of the Security Agreement shall govern
the effectiveness of any such amendment, consent or waiver (subject to Section 10.01 of the
Revolving Credit Agreement). Notwithstanding anything to the contrary herein, no Defaulting Lender
shall have any right to approve or disapprove any amendment, waiver or consent hereunder, (and any
amendment, waiver or consent which by its terms requires the consent of all Lenders or each
affected Lender may be effected with the consent of all Lenders other than Defaulting Lenders),
except that (x) the Commitment of any Defaulting Lender may not be increased or extended without
the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of
all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely
than other affected Lenders shall require the consent of such Defaulting Lender.



Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and
restated) with the written consent of the Required Lenders, the Administrative Agent, the Company
and the other Loan Parties (i) to add one or more additional revolving credit or term loan
facilities to this Agreement, in each case subject to the limitations in Section 2.17, and
to permit the extensions of credit and all related obligations and liabilities arising in
connection therewith from time to time outstanding to share ratably (or in a subordinated position
to the existing facilities hereunder) in the benefits of this Agreement and the other Loan
Documents with the obligations and liabilities from time to time outstanding in respect of the
existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed
appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing
such additional credit facilities to be included in any required vote or action required






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to be approved by the Required Lenders or by any other number or percentage of the Lenders
hereunder.




     10.02 Notices; Effectiveness; Electronic Communication.



     (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subsection (b) below), all
notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows:




     (i) if to the Company, a Borrower, any other Loan Party, the Administrative Agent, the
Revolving Administrative Agent, the New Vehicle Swing Line Lender, or the Used Vehicle Swing
Line Lender to the address, telecopier number, electronic mail address or telephone number
specified for such Person on Schedule 10.02; and




     (ii) if to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire (including, as
appropriate, notices delivered solely to the Person designated by a Lender on its
Administrative Questionnaire then in effect for the delivery of notices that may contain
material non-public information relating to any Borrower).



     Notices sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by telecopier shall be deemed to
have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next business day
for the recipient). Notices delivered through electronic communications to the extent provided in
subsection (b) below, shall be effective as provided in such subsection (b).



     (b) Electronic Communications. Notices and other communications to the Lenders
hereunder may be delivered or furnished by electronic communication (including e-mail and Internet
or intranet websites) pursuant to procedures approved by the Administrative Agent, provided
that the foregoing shall not apply to notices to any Lender pursuant to Article II if such
Lender has notified the Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent, the Revolving Administrative Agent
or the Company may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or communications.



     Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the



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next business day for the recipient, and (ii) notices or communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification that such notice or
communication is available and identifying the website address therefor.




     (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR
THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE
BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its
Related Parties (collectively, the “Agent Parties”) have any liability to the Company, any Lender
or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in
tort, contract or otherwise) arising out of the Company’s or the Administrative Agent’s
transmission of Borrower Materials through the Internet, except to the extent that such losses,
claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a
final and nonappealable judgment to have resulted from the gross negligence or willful misconduct
of such Agent Party; provided, however, that in no event shall any Agent Party have
any liability to the Company, any Loan Party, any Lender or any other Person for indirect, special,
incidental, consequential or punitive damages (as opposed to direct or actual damages).



     (d) Change of Address, Etc. Each of the Company (for itself and on behalf of the
other Borrowers), the Administrative Agent, the Revolving Administrative Agent, the New Vehicle
Swing Line Lender and the Used Vehicle Swing Line Lender may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to the other parties
hereto. Each other Lender may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the Company, the Administrative Agent, the New Vehicle
Swing Line Lender and the Used Vehicle Swing Line Lender. In addition, each Lender agrees to
notify the Administrative Agent from time to time to ensure that the Administrative Agent has on
record (i) an effective address, contact name, telephone number, telecopier number and electronic
mail address to which notices and other communications may be sent and (ii) accurate wire
instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one
individual at or on behalf of such Public Lender to at all times have selected the “Private Side
Information” or similar designation on the content declaration screen of the Platform in order to
enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance
procedures and applicable Law, including United States Federal and state securities Laws, to make
reference to Borrower Materials that are not made available through the “Public Side Information”
portion of the Platform and that may contain material non-public information with respect to the
Company or its securities for purposes of United States Federal or state securities laws.



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     (e) Reliance by Administrative Agent, Revolving Administrative Agent and Lenders. The
Administrative Agent, the Revolving Administrative Agent and the Lenders shall be entitled to rely
and act upon any notices (including telephonic New Vehicle Floorplan Committed Loan Notices, New
Vehicle Floorplan Swing Line Loan Notices, Used Vehicle Floorplan Committed Loan Notices and Used
Vehicle Swing Line Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by
the recipient, varied from any confirmation thereof. The Company and each Borrower shall indemnify
the Administrative Agent, the Revolving Administrative Agent, each Lender and the Related Parties
of each of them from all losses, costs, expenses and liabilities resulting from the reliance by
such Person on each notice purportedly given by or on behalf of the Company or any Borrower. All
telephonic notices to and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby consents to such
recording.



     10.03 No Waiver; Cumulative Remedies. No failure by any Lender, the Administrative Agent or
the Revolving Administrative Agent (on behalf of the Secured Parties) to exercise, and no delay by
any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.



     Notwithstanding anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan Documents against the
Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law
in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders;
provided, however, that the foregoing shall not prohibit (a) the Administrative
Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely
in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) Bank of
America as the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender from exercising
the rights and remedies that inure to its benefit (solely in its capacity as the New Vehicle Swing
Line Lender or the Used Vehicle Swing Line Lender , as the case may be) hereunder and under the
other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section
10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of
claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding
relative to any Loan Party under any Debtor Relief Law; and provided, further, that
if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan
Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the
Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth
in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any
Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to
it and as authorized by the Required Lenders.



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     10.04 Expenses; Indemnity; Damage Waiver.



     (a) Costs and Expenses. The Company and each Borrower (jointly and severally) shall
pay (i) all reasonable out-of-pocket expenses incurred by each of the Administrative Agent and the
Revolving Administrative Agent and each of their respective Affiliates (including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent and the Revolving
Administrative Agent), in connection with the syndication of the credit facilities provided for
herein, the preparation, negotiation, execution, delivery and administration of this Agreement and
the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or
thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii)
all out-of-pocket expenses incurred by the Administrative Agent, the Revolving Administrative Agent
or any Lender (including the fees, charges and disbursements of any counsel for the Administrative
Agent, the Revolving Administrative Agent or any Lender), and shall pay all fees and time charges
for attorneys who may be employees of the Administrative Agent, the Revolving Administrative Agent
or any Lender, in connection with the enforcement or protection of its rights, including any audit
fees incurred when conducting any audit of any Loan Party or any Collateral during the continuance
of any Event of Default (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with the Loans made hereunder,
including all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans.



     (b) Indemnification by the Company and the Borrowers. The Company and each Borrower
(jointly and severally) shall indemnify the Administrative Agent (and any sub-agent thereof), the
Revolving Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and
hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and
shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements
for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by the Company or any Borrower or any other Loan Party
arising out of, in connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby,
the performance by the parties hereto of their respective obligations hereunder or thereunder, the
consummation of the transactions contemplated hereby or thereby or, in the case of the
Administrative Agent (and any sub-agent thereof) and the Revolving Administrative Agent (and any
sub-agent thereof) and their respective Related Parties only, the administration of this Agreement
and the other Loan Documents, (ii) any Loan or the use or proposed use of the proceeds therefrom,
(iii) any actual or alleged presence or release of Hazardous Materials on or from any property
owned or operated by the Company, any Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Company, any Borrower or any of its Subsidiaries, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory, whether brought by a third party or
by the Company or any other Loan Party, and regardless of whether any Indemnitee is a party
thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the
comparative, contributory or sole negligence of the Indemnitee; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (x) are



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determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a
claim brought by the Company or any other Loan Party against an Indemnitee for breach in bad faith
of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such
Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined
by a court of competent jurisdiction.




     (c) Reimbursement by Lenders. To the extent that the Company or any Borrower for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to
be paid by it to the Administrative Agent or the Revolving Administrative Agent (or any of their
sub-agents), or any Related Party of any of the foregoing, each Lender severally agrees to pay to
the Administrative Agent or the Revolving Administrative Agent (or any such sub-agent) or such
Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the Administrative Agent
or the Revolving Administrative Agent (or any such sub-agent) in its capacity as such or against
any Related Party of any of the foregoing acting for the Administrative Agent or the Revolving
Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of
the Lenders under this subsection (c) are subject to the provisions of Section 2.16(d) and
(e).



     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, neither the Company nor any Borrower shall assert, and each of the Company and each
Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out
of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement
or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the
use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for
any damages arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby.



     (e) Payments. All amounts due under this Section shall be payable not later than ten
Business Days after demand therefor.



     (f) Survival. The agreements in this Section shall survive the resignation of the
Administrative Agent, the resignation of the Revolving Administrative (as collateral agent), the
replacement of any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.



     10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Company or
any Borrower is made to the Administrative Agent, the Revolving Administrative Agent (as collateral
agent), the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender or any other Lender,
or the Administrative Agent, the Revolving Administrative Agent (as collateral agent), the New
Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender



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or any other Lender exercises its right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the Administrative
Agent, the Revolving Administrative Agent or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law
or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment
had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to
the Administrative Agent or the Revolving Administrative Agent, as applicable, upon demand its
applicable share (without duplication) of any amount so recovered from or repaid by the
Administrative Agent or the Revolving Administrative Agent, as applicable, plus interest thereon
from the date of such demand to the date such payment is made at a rate per annum equal to the
Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of
the preceding sentence shall survive the payment in full of the Obligations and the termination of
this Agreement.




     10.06 Successors and Assigns.



     (a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that neither the Company nor any other Loan Party may assign or
otherwise transfer any of its rights or obligations hereunder without the prior written consent of
the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the
provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the
provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security
interest subject to the restrictions of subsection (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the extent provided in
subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Revolving Administrative Agent and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Agreement.



     (b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement, or its New Vehicle
Floorplan Commitment and the New Vehicle Floorplan Loans (including for purposes of this subsection
(b), participations in New Vehicle Floorplan Swing Line Loans) at the time owing to it, or its Used
Vehicle Floorplan Commitment and the Used Vehicle Floorplan Loans (including for purposes of this
subsection (b), participations in Used Vehicle Floorplan Swing Line Loans) at the time owing to it
(such Lender’s portion of Loans, Commitments and risk participations with respect to an Applicable
Facility being referred to in this Section 10.06 as its “Applicable Share”);
provided that any such assignment shall be subject to the following conditions:




     (i) Minimum Amounts.



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     (A) in the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitment under each Applicable Facility and the Loans at the
time owing to it under each Applicable Facility or in the case of an assignment to a
Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be
assigned; and




     (B) in any case not described in subsection (b)(i)(A) of this Section, the
aggregate amount of the Applicable Share (which for this purpose includes Loans
outstanding thereunder) with respect to each Applicable Facility, determined as of
the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $2,500,000 unless each of
the Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Company otherwise consents (each such consent not to be unreasonably
withheld or delayed); provided, however, that concurrent assignments
to members of an Assignee Group and concurrent assignments from members of an
Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members
of its Assignee Group) will be treated as a single assignment for purposes of
determining whether such minimum amount has been met;




     (ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Applicable Facility;




     (iii) Required Consents. No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in addition:




     (A) the consent of the Company (such consent not to be unreasonably withheld)
shall be required unless (1) an Event of Default has occurred and is continuing at
the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a
Lender or an Approved Fund; provided that the Company shall be
deemed to have consented to any such assignment unless it shall object thereto by
written notice to the Administrative Agent within five (5) Business Days after
having received notice thereof;




     (B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required if such assignment is to a
Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with
respect to such Lender;




     (C) the consent of the New Vehicle Swing Line Lender (such consent not to be
unreasonably withheld or delayed) shall be required for any assignment in respect of
the New Vehicle Floorplan Facility; and



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     (D) the consent of the Used Vehicle Swing Line Lender (such consent not to be
unreasonably withheld or delayed) shall be required for any assignment in respect of
the Used Vehicle Floorplan Facility.




     (iv) Assignment and Assumption. The parties to each permitted assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee in the amount of $3,500, provided however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing and
recordation fees in the case of any assignment. The assignee, if it is not a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire.




     (v) No Assignment to Certain Persons. No such assignment shall be made (A) to
any Loan Party or any of the Subsidiaries of any Loan Party, or (B) to any Defaulting Lender
or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would
constitute any of the foregoing Persons described in this clause (B), or (C) to a natural
person.




     (vi) Certain Additional Payments. In connection with any assignment of rights
and obligations of any Defaulting Lender hereunder, no such assignment shall be effective
unless and until, in addition to the other conditions thereto set forth herein, the parties
to the assignment shall make such additional payments to the Administrative Agent in an
aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright
payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Company and the
Administrative Agent, the applicable pro rata share of Loans previously requested but not
funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then
owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and
interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share
of all Loans and participations in New Vehicle Floorplan Swing Line Loans and Used Vehicle
Floorplan Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the
foregoing, in the event that any assignment of rights and obligations of any Defaulting
Lender hereunder shall become effective under applicable Law without compliance with the
provisions of this paragraph, then the assignee of such interest shall be deemed to be a
Defaulting Lender for all purposes of this Agreement until such compliance occurs.



     Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection
(c) of this Section, from and after the effective date specified in each Assignment and Assumption,
the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04
with respect to facts and circumstances occurring prior to the effective date of such assignment.



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Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that
does not comply with this subsection shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with subsection (d) of
this Section.




     (c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Borrowers (and such agency being solely for tax purposes), shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive, and the Company, the
Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on
the Register information regarding the designation, and revocation of designation, of any Lender as
a Defaulting Lender. The Register shall be available for inspection by each of the Borrowers at
any reasonable time and from time to time upon reasonable prior notice. In addition, at any time
that a request for a consent for a material or substantive change to the Loan Documents is pending,
any Lender may request and receive from the Administrative Agent a copy of the Register.



     (d) Participations. Any Lender may at any time, without the consent of, or notice to,
the Company, any Borrower, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender or
the Administrative Agent, sell participations to any Person (other than a natural person, a
Defaulting Lender or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s
participations in New Vehicle Floorplan Swing Line Loans and/or Used Vehicle Floorplan Swing Line
Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (iii) the Company, the Borrowers, the Administrative Agent
and the Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement.



     Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to subsection (e) of this Section,
each of the Company and each Borrower agree that each Participant shall be entitled to the benefits
of Sections 3.01 and 3.04 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 10.08
as though it were a Lender, provided such Participant agrees to be subject to Section
2.17 as though it were a Lender.



144









 





     (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 3.01 or 3.04 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Company’s prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to
the benefits of Section 3.01 unless the Company is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with
Section 3.01(e) as though it were a Lender.



     (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under any of its Note, if any)
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender
from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as
a party hereto.



     (g) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.



     (h) Resignation as New Vehicle Swing Line Lender or Used Vehicle Swing Line Lender after
Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of
America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America
may, (i) upon 30 days’ notice to the Company, resign as New Vehicle Swing Line Lender and/or (ii)
upon 30 days notice to the Company, resign as Used Vehicle Swing Line Lender. In the event of any
such resignation as New Vehicle Swing Line Lender or Used Vehicle Swing Line Lender, the Company
shall be entitled to appoint from among the Lenders a successor New Vehicle Swing Line Lender or
Used Vehicle Swing Line Lender hereunder; provided, however, that no failure by the Company to
appoint any such successor shall affect the resignation of Bank of America as New Vehicle Swing
Line Lender or Used Vehicle Swing Line Lender, as the case may be. If Bank of America resigns as
New Vehicle Swing Line Lender, it shall retain all the rights of the New Vehicle Swing Line Lender
provided for hereunder with respect to New Vehicle Swing Line Loans made by it and outstanding as
of the effective date of such resignation, including the right to require the New Vehicle Floorplan
Lenders to make Eurodollar Rate Committed Loans or fund risk participations in outstanding New
Vehicle Swing Line Loans pursuant to Section 2.03(e). If Bank of America resigns as Used
Vehicle Swing Line Lender, it shall retain all the rights of the Used Vehicle Swing Line Lender
provided for hereunder with respect to Used Vehicle Swing Line Loans made by it and outstanding as
of the effective date of such resignation, including the right to require the Used Vehicle
Floorplan Lenders to make Eurodollar Rate Committed Loans or fund risk participations in
outstanding Used Vehicle Swing Line Loans pursuant to Section 2.08(c). Upon the
appointment of a successor New Vehicle Swing Line Lender and/or Used Vehicle Swing Line Lender,
such



145









 




successor shall succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring New Vehicle Swing Line Lender or Used Vehicle Swing Line Lender, as the case
may be.




     10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent,
the Revolving Administrative Agent and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its Affiliates and
to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees,
advisors and representatives (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory authority purporting to
have jurisdiction over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating
to a Borrower and its obligations, (g) with the consent of the Company or (h) to the extent such
Information (x) becomes publicly available other than as a result of a breach of this Section or
(y) becomes available to the Administrative Agent, the Revolving Administrative Agent, any Lender
or any of their respective Affiliates on a nonconfidential basis from a source other than the
Company.



     For purposes of this Section, “Information” means all information received from the
Company or any Subsidiary relating to the Company or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent, the
Revolving Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the
Company or any Subsidiary, provided that, in the case of information received from the
Company or any Subsidiary after the date hereof, such information is clearly identified at the time
of delivery as confidential. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as
such Person would accord to its own confidential information.



     Each of the Administrative Agent, the Revolving Administrative Agent and the Lenders
acknowledges that (a) the Information may include material non-public information concerning the
Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding
the use of material non-public information and (c) it will handle such material non-public
information in accordance with applicable Law, including Federal and state securities Laws.



     10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each
Lender and each of their respective Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by applicable law, to set off and apply any and all



146









 




deposits (general or special, time or demand, provisional or final, in whatever currency) at
any time held and other obligations (in whatever currency) at any time owing by such Lender or any
such Affiliate to or for the credit or the account of the Company or any Borrower against any and
all of the obligations of the Company or any Borrower, as applicable, now or hereafter existing
under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement or any other Loan Document and although such
obligations of the Company or such Borrower may be contingent or unmatured or are owed to a branch
or office of such Lender different from the branch or office holding such deposit or obligated on
such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such
right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative
Agent for further application in accordance with the provisions of Section 2.21 and, pending such
payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in
trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender
shall provide promptly to the Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The
rights of each Lender and their respective Affiliates under this Section are in addition to other
rights and remedies (including other rights of setoff) that such Lender or their respective
Affiliates may have. Each Lender agrees to notify the Company and the Administrative Agent
promptly after any such setoff and application, provided that the failure to give such
notice shall not affect the validity of such setoff and application.




     10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any
Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If
the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the Company. In determining whether the interest contracted for,
charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person
may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the
effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations hereunder.



     10.10 Counterparts; Integration; Effectiveness. This Agreement and the other Loan Documents
may be executed in counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement and the other Loan Documents constitute the entire contract among
the parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement and the other Loan Documents shall become effective when they
shall have been executed by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof that, when taken together, bear the signatures of each of the other
parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or any
other Loan Document by telecopy or other electronic imaging



147









 




means shall be effective as delivery of a manually executed counterpart of this Agreement or
such other Loan Documents.




     10.11 Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent,
the Revolving Administrative Agent and each Lender, regardless of any investigation made by the
Administrative Agent, the Revolving Administrative Agent or any Lender or on their behalf and
notwithstanding that the Administrative Agent, the Revolving Administrative Agent or any Lender may
have had notice or knowledge of any Default at the time of any Borrowing, and shall continue in
full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or
unsatisfied.



     10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to
be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The
invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. Without limiting the foregoing provisions of this
Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement
relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith
by the Administrative Agent, the New Vehicle Swing Line Lender or the Used Vehicle Swing Line
Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not
so limited.



     10.13 Replacement of Lenders. If (i) any Lender requests compensation under Section
3.04, (ii) the Company or any Borrower is required to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii)
any Lender is a Defaulting Lender or (iv) any Lender fails to approve any amendment, waiver or
consent requested by the Company pursuant to Section 10.01 that has received the written
approval of not less than the Required Lenders but also requires the approval of such Lender, then
the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 10.06), all of its
interests, rights and obligations under this Agreement and the related Loan Documents to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment), provided that:



     (a) the Company shall have paid to the Administrative Agent the assignment fee specified in
Section 10.06(b);



     (b) such Lender shall have received payment of an amount equal to not less than 100% of the
outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder and under the other Loan Documents from the assignee (to



148









 




the extent of such outstanding principal and accrued interest and fees) or the Company (in the
case of all other amounts);




     (c) in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments thereafter;



     (d) in the case of any such assignment resulting from the refusal of a Lender to approve a
requested amendment, waiver or consent, the Person to whom such assignment is being made has agreed
to approve such amendment, waiver or consent; and



     (e) such assignment does not conflict with applicable Laws.



     A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to
require such assignment and delegation cease to apply.



     10.14 Governing Law; Jurisdiction; Etc.



     (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NORTH CAROLINA.



     (b) SUBMISSION TO JURISDICTION. THE COMPANY AND EACH BORROWER IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NORTH CAROLINA SITTING IN MECKLENBURG COUNTY AND OF THE UNITED STATES FOR
THE WESTERN DISTRICT, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NORTH
CAROLINA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY
RIGHT THAT THE ADMINISTRATIVE AGENT, THE REVOLVING ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST THE COMPANY OR ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.



     (c) WAIVER OF VENUE. THE COMPANY AND EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR



149









 




HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.




     (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS
IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT
THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



     10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     10.16 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined)
and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the
Company and the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain,
verify and record information that identifies the Company and the Borrowers, which information
includes the name and address of the Company and the Borrowers and other information that will
allow such Lender, the Administrative Agent, or the Revolving Administrative Agent, as applicable,
to identify the Company and each Borrower in accordance with the Act.



     10.17 Designated Senior Indebtedness. Each party acknowledges and agrees that the
Indebtedness under the Loan Documents is “Designated Senior Indebtedness” (or any similar term)
under, and as defined in, the Indenture Indebtedness or any Additional Indebtedness.



     10.18 No Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document), the Company acknowledges and agrees, and
acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other



150









 




services regarding this Agreement provided by the Administrative Agent and the Arranger are
arm’s-length commercial transactions between the Company and its Affiliates, on the one hand, and
the Administrative Agent and the Arranger, on the other hand, (B) the Company has consulted its own
legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the
Company is capable of evaluating, and understands and accepts, the terms, risks and conditions of
the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative
Agent and the Arranger each is and has been acting solely as a principal and, except as expressly
agreed in writing by the relevant parties, has not been, is not, and will not be acting as an
advisor, agent or fiduciary for the Company or any of its Affiliates, or any other Person and (B)
neither the Administrative Agent nor the Arranger has any obligation to the Company or any of its
Affiliates with respect to the transactions contemplated hereby except those obligations expressly
set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the
Arranger and their respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Company and its Affiliates, and neither the
Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the
Company or its Affiliates. To the fullest extent permitted by law, the Company hereby waives and
releases any claims that it may have against the Administrative Agent and the Arranger with respect
to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.




[Signature pages follow.]






151









 







IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and
delivered by their duly authorized officers as of the day and year first above written.




	 	 	 	 	 	 	 

	 	 	COMPANY:


SONIC AUTOMOTIVE, INC., as a Borrower and as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	Title:
	 	Vice Chairman and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	NEW VEHICLE BORROWERS:


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.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	\David P. Cosper\	 	 
	 

	 	Name:
	 	 

David P. Cosper
	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 






AMENDED AND RESTATED SYNDICATED NEW AND USED

VEHICLE FLOORPLAN CREDIT AGREEMENT

Signature Page




 









 






	 	 	 	 	 	 	 	 	 

	 	 	NEW VEHICLE BORROWERS:


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.

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	 	 






AMENDED AND RESTATED SYNDICATED NEW AND USED

VEHICLE FLOORPLAN CREDIT AGREEMENT

Signature Page




 









 





	 	 	 	 	 	 	 	 	 

	 	 	NEW VEHICLE BORROWERS:


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	 	 






AMENDED AND RESTATED SYNDICATED NEW AND USED

VEHICLE FLOORPLAN CREDIT AGREEMENT

Signature Page




 









 






	 	 	 	 	 	 	 

	 	 	BANK OF AMERICA, N.A., as Administrative Agent and as
Revolving Administrative Agent (in its capacity as
collateral agent for the Secured Parties under the
Loan Documents)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	\Anne M. Zeschke\	 	 
	 

	 	Name:
	 	 

Anne M. Zeschke
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	LENDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender, New Vehicle Swing
Line Lender and Used Vehicle Swing Line Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	\M. Patricia Kay\	 	 
	 

	 	Name:
	 	 

M. Patricia Kay
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	\Jeffrey G. Calder\	 	 
	 

	 	Name:
	 	 

Jeffrey G. Calder
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	US BANK, NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	\Mark Landsem\	 	 
	 

	 	Name:
	 	 

Mark Landsem
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as an L/C
Issuer and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	\Manuel H. Comas\	 	 
	 

	 	Name:
	 	 

Manuel H. Comas
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






AMENDED AND RESTATED SYNDICATED NEW AND USED

VEHICLE FLOORPLAN CREDIT AGREEMENT

Signature Page




 









 






	 	 	 	 	 	 	 

	 	 	COMERICA BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	\David M. Garbarz\	 	 
	 

	 	Name:
	 	 

David M. Garbarz
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CAPITAL ONE, N.A. , as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	\Anne Marie Zima\	 	 
	 

	 	Name:
	 	 

Anne Marie Zima
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MERCEDES-BENZ FINANCIAL SERVICES USA LLC (f/k/a DCFS USA LLC), 

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	\Michelle Nowak\	 	 
	 

	 	Name:
	 	 

Michelle Nowak
	 	 
	 

	 	Title:
	 	Credit Director, National Accounts	 	 






AMENDED AND RESTATED SYNDICATED NEW AND USED

VEHICLE FLOORPLAN CREDIT AGREEMENT

Signature Page




 









 





SCHEDULE 1.01A




SILO SUBSIDIARIES




Autobahn, Inc.

FAA Beverly Hills, Inc.

FAA Concord T, Inc.

FAA San Bruno, Inc.

FAA Serramonte L, Inc.

Fort Mill Ford, Inc.

Marcus David Corporation

Ontario L, LLC

SAI Atlanta B, LLC

SAI Clearwater T, LLC

SAI Columbus T, LLC

SAI Fort Myers B, LLC

SAI Fort Myers M, LLC

SAI Fort Myers VW, LLC

SAI Irondale L, LLC

SAI Long Beach B, Inc.

SAI Monrovia B, Inc.

SAI Montgomery B, LLC

SAI Nashville M, LLC

SAI Oklahoma City T, LLC

SAI Rockville L, LLC

SAI Tulsa T, LLC

Sonic Automotive — 1720 Mason Ave., DB, LLC

Sonic Automotive 2752 Laurens Rd., Greenville, Inc.

Sonic Automotive — 4701 I-10 East, TX, L.P.

Sonic Automotive of Chattanooga, LLC

Sonic Automotive of Nashville, LLC

Sonic Automotive of Texas, L.P.

Sonic Calabasas M, Inc.

Sonic-Clear Lake Volkswagen, L.P.

Sonic — Denver T, Inc.

Sonic — Fort Worth T, L.P.

Sonic-Jersey Village Volkswagen, L.P.

Sonic — Manhattan Fairfax, Inc.

Sonic Momentum B, L.P.

Sonic — Richardson F, L.P.

Sonic Santa Monica M, Inc.

Sonic — Stevens Creek B, Inc.

Sonic — Stone Mountain T, L.P.

Sonic Walnut Creek M, Inc.

Town and Country Ford, Incorporated




Schedule 1.01A     Page 1




 









 





SCHEDULE 1.01B




DUAL SUBSIDIARIES





	1.	 	Philpott Motors, Ltd.
	 
	2.	 	SAI Ann Arbor Imports, LLC
	 
	3.	 	SAI Columbus VWK, LLC
	 
	4.	 	SAI Irondale Imports, LLC
	 
	5.	 	Sonic Momentum VWA, LP
	 
	6.	 	Sonic — Newsome of Florence, Inc.





Schedule 1.01B     Page 1




 









 





SCHEDULE 1.01C




CERTAIN ERISA INFORMATION



Six dealership subsidiaries of Sonic Automotive, Inc. located in Northern California are
contributing employers to the Automotive Industries Pension Trust Fund (EIN # 94-1133245), Plan No.
001 (the “Plan”), a “Multiemployer Plan” (as defined in the Agreement) the participants and
beneficiaries of which are primarily union member employees or retirees of the International
Association of Machinists and Aerospace Workers District Lodge 190 in Northern California (the “IAM
Local 190”), with numerous participating contributing employers primarily located in the State of
California.



The federal Pension Protection Act of 2006 (the “Act”) requires multiemployer defined benefit
pension plans to engage an actuary to annually evaluate the particular pension plan’s funding
status, and to determine the extent to which the particular plan is projected to meet its
obligations. A determination by the actuary that the particular plan is in “critical status”
pursuant to the Act triggers requirements for the particular plan to adopt a rehabilitation plan
designed to improve the plan’s financial condition over time and improve the plan’s ability to meet
pension obligations in the future. The Board of Trustees of the Automotive Industries Pension
Trust Fund has formally notified participants, beneficiaries, contributing employers and the IAM
Local 190 that the Plan’s actuary certified the Plan to be in critical status pursuant to the Act.
The Board has also adopted a Rehabilitation Plan to address such status pursuant to the
requirements of the Act, including suspension or elimination of certain benefits to beneficiaries
under the Plan and requirements to increase contributing employer contributions beginning in the
2013 calendar year.




Schedule 1.01C     Page 1




 









 





SCHEDULE 2.01




COMMITMENTS AND APPLICABLE PERCENTAGES




New Vehicle Floorplan Commitments



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 
	 	 	New Vehicle	 	 	New Vehicle	 
	 	 	Floorplan	 	 	Floorplan	 
	Lender	 	Commitment	 	 	Percentage	 
	Bank of America, N.A.
	 	$	165,000,000.00	 	 	 	33.0000000000	%
	 
	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$	106,000,000.00	 	 	 	21.2000000000	%
	 
	 	 	 	 	 	 	 	 
	US Bank, National Association
	 	$	67,250,000.00	 	 	 	13.4500000000	%
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Bank, National Association
	 	$	67,250,000.00	 	 	 	13.4500000000	%
	 
	 	 	 	 	 	 	 	 
	Comerica Bank
	 	$	47,000,000.00	 	 	 	9.4000000000	%
	 
	 	 	 	 	 	 	 	 
	Capital One, N.A.
	 	$	24,500,000.00	 	 	 	4.9000000000	%
	 
	 	 	 	 	 	 	 	 
	Mercedes-Benz Financial Services
	 	$	23,000,000.00	 	 	 	4.6000000000	%
	 
	 	 	 	 	 	 
	 
	 	 
	Total
	 	$	500,000,000.00	 	 	 	100.000000000	%
	 
	 	 	 	 	 	 






Used Vehicle Floorplan Commitments




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 
	 	 	Used Vehicle	 	 	Used Vehicle	 
	 	 	Floorplan	 	 	Floorplan	 
	Lender	 	Commitment	 	 	Percentage	 
	Bank of America, N.A.
	 	$	11,000,000.00	 	 	 	13.7500000000	%
	 
	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$	23,500,000.00	 	 	 	29.3750000000	%
	 
	 	 	 	 	 	 	 	 
	US Bank, National Association
	 	$	14,500,000.00	 	 	 	18.1250000000	%
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Bank, National Association
	 	$	14,500,000.00	 	 	 	18.1250000000	%
	 
	 	 	 	 	 	 	 	 
	Comerica Bank
	 	$	9,500,000.00	 	 	 	11.8750000000	%
	 
	 	 	 	 	 	 	 	 
	Capital One, N.A.
	 	$	5,000,000.00	 	 	 	6.2500000000	%
	 
	 	 	 	 	 	 	 	 
	Mercedes-Benz Financial Services
	 	$	2,000,000.00	 	 	 	2.5000000000	%
	 
	 	 	 	 	 	 
	 
	 	 
	Total
	 	$	80,000,000.00	 	 	 	100.000000000	%
	 
	 	 	 	 	 	 






Schedule 2.01     Page 1




 









 






Aggregate Commitments




	 	 	 	 	 	 	 	 	 
	 	 	Aggregate	 	 	Applicable	 
	Lender	 	Commitments	 	 	Percentage	 
	Bank of America, N.A.
	 	$	176,000,000.00	 	 	 	30.3448275862	%
	 
	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$	129,500,000.00	 	 	 	22.3275862069	%
	 
	 	 	 	 	 	 	 	 
	US Bank, National Association
	 	$	81,750,000.00	 	 	 	14.0948275862	%
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Bank, National Association
	 	$	81,750,000.00	 	 	 	14.0948275862	%
	 
	 	 	 	 	 	 	 	 
	Comerica Bank
	 	$	56,500,000.00	 	 	 	9.7413793103	%
	 
	 	 	 	 	 	 	 	 
	Capital One, N.A.
	 	$	29,500,000.00	 	 	 	5.0862068966	%
	 
	 	 	 	 	 	 	 	 
	Mercedes-Benz Financial Services
	 	$	25,000,000.00	 	 	 	4.3103448276	%
	 
	 	 	 	 	 	 
	 
	 	 
	Total
	 	$	580,000,000.00	 	 	 	100.000000000	%
	 
	 	 	 	 	 	 






Schedule 2.01     Page 2




 









 





SCHEDULE 2.03




EXISTING LETTERS OF CREDIT




	 	 	 	 	 	 	 	 	 	 	 
	Letter of	 	 	 	 	 	 	 	Outstanding	 
	Credit #	 	Issue Date	 	Expiry Date	 	Beneficiary Name	 	Amount	 
	3055014	 	1/15/2010	 	8/01/2011	 	ARROWOOD INDEMNITY C
	 	$	1,026,000.00	 
	3061353	 	1/15/2010	 	8/01/2011	 	THE TRAVELERS INDEMN
	 	$	5,301,000.00	 
	3062079	 	1/15/2010	 	8/01/2011	 	FALCON FINANCIAL II,
	 	$	7,094,071.00	 
	3062406	 	1/15/2010	 	8/01/2011	 	FALCON FINANCIAL II,
	 	$	3,103,734.00	 
	3062407	 	1/15/2010	 	8/01/2011	 	FALCON FINANCIAL II,
	 	$	4,839,105.00	 
	3074622	 	1/15/2010	 	8/01/2011	 	UNITED STATES FIDELI
	 	$	1,355,000.00	 
	3080768	 	1/15/2010	 	8/01/2011	 	UNIVERSAL UNDERWRITE
	 	$	50,000.00	 
	3086579	 	1/15/2010	 	8/01/2011	 	HARTFORD FIRE INSURA
	 	$	16,790,560.00	 
	3090977	 	1/15/2010	 	8/01/2011	 	VEL’S FORD, LLC A CA
	 	$	915,955.96	 
	3099780	 	1/15/2010	 	8/01/2011	 	TRAVELERS CASUALTY A
	 	$	283,200.00	 
	 	 	 	 	 	 	 
	 	 	 
	 	 	Total	 	 	 	 
	 	$	40,758,625.96	 
	 	 	 	 	 	 	 
	 	 	 






Schedule 2.03     Page 1





 












 





SCHEDULE 2A.03(a)




INFORMATION REGARDING COLLATERAL




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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

0659676
	 	 	 	 	 	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






Schedule
2A.03(a) - Page 1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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)
	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.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Autobahn, Inc.

	 	California

Corporation

C1548941
	 	 	 	Autobahn Motors

Main Facility
	 	700 Island Pkwy.
Belmont, CA
	 	SRE California — 3, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Airspace Lease
	 	Beneath Island Pkwy. north of Ralston Ave.
Belmont, CA
	 	City of Belmont, CA	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Remnant Parcel
	 	East of Island Pkwy. and north of Ralston Ave.
Belmont, CA
	 	SRE California — 3, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Autobahn Motors-Service / Storage
	 	500-510 Harbor Blvd.
Belmont, CA
	 	David S. Lake Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Autobahn Motors Vehicle Storage/Detailing
	 	1315 Elmer St.
Belmont, CA
	 	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	 	 






Schedule
2A.03(a) - Page 2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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)
	 

	 	 	 	 	 	 	 	 	 	Katherine B. Woodlard, Robert P. Berryman and Mark A. Berryman	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 	8833 Wilshire Blvd.
Beverly Hills, CA
	 	Dusenberg Investments	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Beverly Hills BMW — Sales Facility
	 	8825 Wilshire Blvd.
Beverly Hills, CA
	 	8825 Wilshire, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	Beverly Hills BMW — Storage (Avis Lot Fee)
	 	8931 Wilshire Blvd.
Beverly Hills, CA
	 	Fortress Holdings L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	8850 Wilshire Blvd. (BMW Beverly Hills — Storage and
Service Overflow
	 	8850 Wilshire Blvd.
Beverly Hills, CA
	 	Illoulian Properties	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Beverly
 Hills, Inc.
(continued)

	 	 	 	 	 	8844 Wilshire Blvd. (BMW Beverly Hills Storage & Service Overflow)
	 	8844 Wilshire Blvd.
Beverly Hills, CA
	 	Illoulian Properties	 	 






Schedule
2A.03(a) - Page 3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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)
	 

	 	 	 	 	 	Parking Lot
	 	8942 Wilshire Blvd.
Beverly Hills, CA
	 	Casden Lapeer LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Parking Lot
	 	NE Corner Citrus Ave. & Carling Way
Beverly Hills, CA
	 	DSG Wilshire LLC and
JW Wilshire LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Service Facility Relocations Site
	 	9000-9001 Olympic Blvd.
Beverly Hills, CA
	 	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
	 	Rosewood Village Associates	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	2241 Commerce Ave.
Concord, CA
	 	Stan Gaunt	 	 
	 
	FAA Concord T, Inc.

	 	California

Corporation

C0613543
	 	 	 	Concord Toyota

Concord Scion
	 	1090 Concord Ave.
Concord, CA
	 	1090 Concord Associates, LLC	 	 






Schedule
2A.03(a) - Page 4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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 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
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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






Schedule
2A.03(a) - Page 5









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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)
	 	750 El Camino Real

San Bruno, CA
	 	Bill & Sylvia Wilson	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Service and Parts Facility)
	 	222 E. San Bruno Ave.
San Bruno, CA
	 	L & P Kaplan	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Parking Lot — New and Used)
	 	732 El Camino Real

San Bruno, CA
	 	Peter J. Mandell and Susan Gootnick	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Main Facility)
	 	750 El Camino Real

San Bruno, CA
	 	Thomas Chapman Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Used Car Facility)
	 	650 El Camino Real

San Bruno, CA
	 	Martha E. Bishop, Helen J.
Carey, The Mary Colter McDonald Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Parking — Used Cars)
	 	650 and 660 El Camino Real
San Bruno, CA
	 	Bill Malkason	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Used Cars)
	 	650 and 660 El Camino Real
San Bruno, CA
	 	Sonic Development, LLC	 	Subsidiary of Sonic Automotive, Inc
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Parking Lot)
	 	692 El Camino Real

San Bruno, CA
	 	Tommie Carol Ann Mobley and Larry Malasoma
	 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Santa Monica V, Inc.

	 	California

Corporation

C2165877
	 	 	 	Volvo of Santa Monica
	 	1719 Santa Monica Blvd.
Santa Monica, CA
	 	CARS-DB4, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	1801 Santa Monica Blvd.
Santa Monica, CA
	 	Sully Three SM, LLC	 	 






Schedule
2A.03(a) - Page 6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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 Serramonte, Inc.

	 	California

Corporation

C2004221
	 	 	 	Serramonte Auto Plaza
Serramonte Mitsubishi
	 	1500 Collins Ave.
Colma, CA
	 	Price Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Serramonte Auto Plaza (Mitsubishi Service and Parts)
	 	445 Serramonte Blvd.
Colma, CA
	 	Price Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Serramonte Nissan

Kia Serramonte
	 	630 & 650 Serramonte Blvd.
Colma, CA
	 	Cypress Abbey Company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Serramonte PDI Center
	 	900 Collins Ave.
Colma, CA
	 	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
	 	700 Serramonte Blvd.
Colma, CA
	 	Price Trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	535 Francisco Blvd. E.
San Rafael, CA
	 	CAR FAA II LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Lexus of Marin — Used Cars
	 	535 Francisco Blvd. E.
San Rafael, CA
	 	Hendrickson Development, Inc.	 	 






Schedule
2A.03(a) - Page 7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	4855 & 4875 Stevens Creek Blvd.
Santa Jose, CA
	 	Rosewood Village Associates	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Stevens Creek Nissan — Offsite Vehicle Storage
	 	1507 South 10th St.
San Jose, CA
	 	10th Street Land Management	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Stevens Creek Nissan — Used Car Lot
	 	4795 Stevens Creek Blvd.
San Jose, CA
	 	Donald S. & Mary S. Abinante	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Stevens Creek Nissan — Detail and Service Center
	 	4885 Stevens Creek Blvd.
San Jose, CA
	 	Edmiston & Hock Enterprises, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FAA Torrance CPJ, Inc.

	 	California

Corporation

C2165823
	 	 	 	South Bay Chrysler Jeep Dodge Main Facility
	 	20900 Hawthorne Blvd.
Torrance, CA
	 	Miletich-Jones Land Co.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	20433 Hawthorne Blvd.
Torrance, CA
	 	Del Thorne LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	CJ Storage Lot
	 	20465 Hawthorne Blvd.
Torrance, CA
	 	Marvin Lazar	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Vehicle Storage Lot
	 	NE Corner of Parcel #38,
Spencer St.
Torrance, CA
	 	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






Schedule
2A.03(a) - Page 8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	1720 Santa Monica Blvd.
Santa Monica, CA
	 	CARS-DB4, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Honda of Santa Monica
	 	1801 Santa Monica Blvd. and 1347 — 18th St.
Santa Monica CA
	 	Sully Three SM, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Honda of Santa Monica (other)
	 	1411 — 17th St.
Santa Monica, CA
	 	Sully Three SM, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Honda of Santa Monica (storage)
	 	1819 Santa Monica Blvd.
Santa Monica, CA
	 	Sully Three SM, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Honda of Santa Monica (Fleet)
	 	1714 Santa Monica Blvd.
Santa Monica, CA
	 	Adele Coury and Lucille Almir	 	 






Schedule
2A.03(a) - Page 9









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	9900 South Blvd.
Charlotte, NC
	 	Jessco Ltd. Properties	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	CPO and Truck Sales
	 	1300 Cressida Dr.
Charlotte, NC
	 	National Retail Properties, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Town and Country Toyota-Scion
Town and Country Toyota
	 	9101 South Blvd.
Charlotte, NC
	 	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.	 	 






Schedule
2A.03(a) - Page 10









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	1900 U.S. Hwy. 69
Nederland, TX
	 	Rustin B. Penland	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Hangar Lease)
	 	4605 Third St. Airport
Beaumont, TX
	 	Jefferson County, Texas	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Philpott Ford

Philpott Toyota
	 	1400 U.S. Hwy. 69
Nederland, TX
	 	Philpott Properties, Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Philpott Ford-Toyota (Fleet/Body Shop)
	 	2727 Nall St.
Port Neches, TX
	 	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
	 	570 Auto Mall Dr.
Ann Arbor, MI
	 	SRE Michigan-1, LLC

c/o CARS	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	BMW of Ann Arbor
	 	501 Auto Mall Dr.
Ann Arbor, MI
	 	SRE Michigan-2 LLC
c/o CARS	 	 






Schedule
2A.03(a) - Page 11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 






Schedule
2A.03(a) - Page 12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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






Schedule
2A.03(a) - Page 13









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	15421 S. Tamiami Tr.
Fort Myers, FL
	 	SRE Florida — 1, LLC
	 	Indirect subsidiary of Sonic Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	MINI of Fort Myers
	 	13880 S. Tamiami Tr.
Fort Myers, FL
	 	CARS (SON-064)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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






Schedule
2A.03(a) - Page 14









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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)
	 	1000 Tom Williams Way
Irondale, AL
	 	SRE Alabama — 2, LLC
	 	Indirect Subsidiary of Sonic Automotive, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Tom Williams Audi

Tom Williams Porsche
	 	3001 Tom Williams Way
Irondale, AL
	 	SRE Alabama — 2, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Land Rover Birmingham
	 	3000 Tom Williams Way
Irondale, AL
	 	SRE Alabama — 2, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	MINI of Birmingham
	 	2001 Tom Williams Way
Irondale, AL
	 	SRE Alabama — 2, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	 






Schedule
2A.03(a) - Page 15









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	1425-1451 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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	MINI of Monrovia
	 	1875 South Mountain Ave.
Monrovia, CA
	 	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
	 	833 Eastern Blvd.
Montgomery, AL
	 	James L. Rouse & Reese H. Bricken	 	 
	 

	 	 	 	 	 	Classic Cadillac	 	 	 	 	 	 






Schedule
2A.03(a) - Page 16









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	711 Eastern Blvd.
Montgomery, AL
	 	SRE Alabama-1, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Capitol Hyundai
	 	2820 Eastern Blvd.
Montgomery, AL
	 	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	 	 






Schedule
2A.03(a) - Page 17









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	SRE Tennessee — 4, LLC
6415 Idlewild Rd.
Suite 109
Charlotte, NC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	725 Melpark Dr.
Nashville, TN
	 	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	 	 






Schedule
2A.03(a) - Page 18









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	8401 NW Expressway

Oklahoma City,
 OK
	 	Heitzinger Associates and Geary Plaza Associates	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Body Shop)
	 	9038 NW Expressway

Oklahoma City, OK	 	Heitzinger Associates	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Momentum Toyota Northwest

Momentum Scion Northwest
	 		 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SAI Orlando CS, LLC

	 	Florida Limited Liability Company

L08000116711
	 	 	 	Massey Cadillac [North]
Massey Saab of Orlando
	 	4241 N. John Young Pkwy.
Orlando, FL
	 	CAR SON MAS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Massey Cadillac South
	 	8819 S. Orange Blossom Tr.
Orlando, FL
	 	CAR SON MAS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(side street access; possible vehicle storage)
	 	1851 Landstreet Rd.
Orlando, FL
	 	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)
	 	707 W. 51st St.
Tulsa, OK
	 	Hudiburg Trusts Partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Reconditioning Facility)
	 	2002 W. Skelly Dr.
Tulsa, OK
	 	Union Limited Liability Company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Momentum Chevrolet of Tulsa	 	 	 	 	 	 







Schedule
2A.03(a) - Page 19












 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	1125 Rockville Pike
Rockville, MD 20852
	 	SRE-Virginia 1, LLC
c/o Sonic Automotive, Inc.
6415 Idlewild Rd.,
Suite 109
Charlotte, NC
	 	Indirect Subsidiary
of Sonic
Automotive, Inc.
	 
	 

	 	 	 	 	 	(Parking Lot)
	 	1550 Rockville Pike
Rockville, MD 20852
	 	Rockville Associates, Inc.	 	 
	 
	SAI Rockville L, LLC

	 	Maryland

Limited Liability Company

W12796074
	 	 	 	Lexus of Rockville
	 	15501 & 15515 Frederick Rd.
Rockville, MD
	 	Royco, Inc.
8121 Georgia Ave.
Suite 500
Silver Spring, MD 20910	 	 
	 
	 

	 	 	 	 	 	 	 	15814-A and B Paramount Dr.
Rockville, MD
	 	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.






Schedule 2A.03(a) - Page 20









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	4590 Stevens Creek Blvd.
San Jose, CA
	 	SRE California - 8 SCH, LLC	 	 
	 
	 

	 	 	 	 	 	Stevens Creek Used Cars	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	Stevens Creek Honda - Offsite
Vehicle Storage
	 	1507 South 10th St.
San Jose, CA
	 	10th Street Land Management	 	 






Schedule 2A.03(a) - Page 21









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	11890 Katy Fwy.
Houston, TX
	 	SRE Texas - 2, L.P.
	 	SRE Texas - 2,
L.P. is an indirect
subsidiary of Sonic
Automotive, Inc.
	 
	 

	 	 	 	 	 	Audi West Houston	 	11850 and 11890 	 	SRE Texas - 2, L.P.	 	 
	 

	 	 	 	 	 	

Momentum Luxury Cars
	 	Katy Fwy.,
Houston, TX
	 		 	 
	 
	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	 	 






Schedule 2A.03(a) - Page 22









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	2750 Laurens Rd.
Greenville, SC
	 	MMR Holdings, LLC	 	 
	 
	 

	 	 	 	 	 	(Parking Lot)
	 	17 Duvall and 2758 Laurens Rd.
Greenville, SC
	 	Brockman Real Estate, LLC	 	 
	 
	 

	 	 	 	 	 	Century BMW Mini
	 	2930-2934 Laurens Rd.
Greenville, SC
	 	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.	 	 






Schedule 2A.03(a) - Page 23









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	9103 E. Independence Blvd.
Matthews, NC
	 	MMR Holdings, LLC	 	 
	 
	 

	 	 	 	 	 	Infiniti of Charlotte Parking Lot
	 	9032 Scenic Dr.
Matthews, NC
	 	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	 	 






Schedule 2A.03(a) - Page 24









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 	 	 






Schedule 2A.03(a) - Page 25









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	7697 Beach Blvd.
Buena Park, CA
	 	Abbott Investments	 	 
	 
	 

	 	 	 	 	 	Buena Park Honda - Main
	 	6411 Beach Blvd.
Buena Park, CA
	 	Slata Lamacchia Land Company	 	 
	 
	 

	 	 	 	 	 	Buena Park Honda - Storage
	 	6192 & 6222 Manchester Ave.
and Western Ave.
	 	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
	 	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	 	 
	 
	 

	 	 	 	 	 	 	 	Parking lot north of and
abutting above address
containing 20,036 square
feet, more or less
	 	City of Calabasas, California
26135 Mureau Rd.
Calabasas, CA 91302
Attn: City Manager	 	 






Schedule 2A.03(a) - Page 26









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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






Schedule 2A.03(a) - Page 27









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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






Schedule 2A.03(a) - Page 28









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	1000 E. Airport Fwy.
Irving, TX
	 	CAR SON PARR L.P.	 	 
	 
	 

	 	 	 	 	 	Frank Parra Chrysler Jeep

Frank Parra Chrysler Jeep Dodge
	 	700 E. Airport Fwy.
Irving, TX
	 	CAR SON PARR L.P.	 	 






Schedule 2A.03(a) - Page 29









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	Capital Automotive, LP
	 	SRE Texas - 7,
L.P. is an indirect
subsidiary of Sonic
Automotive, Inc.
	 
	 

	 	 	 	 	 		 	7025 Old Katy Rd.
Houston, TX
	 	SRE Texas - 7, L.P.	 	 
	 
	Sonic - Houston V, L.P.

	 	Texas

Limited Partnership

15286810
	 	 	 	Volvo of Houston
	 	11950 Old Katy Rd.
Houston, TX
	 	CAR SON NSV II, L.P.	 	 
	 
	 

	 	 	 	 	 	(Body Shop)
	 	1321 Sherwood Forest Dr.
Houston, TX
	 	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.	 	 






Schedule 2A.03(a) - Page 30









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	8201 Parkway Dr.
Lone Tree, CO
	 	County Line, LLC

Argonaut Holdings, LLC	 	 
	 
	 

	 	 	 	 	 	Don Massey Collision Center
	 	6208 E. County Line Rd.
Littleton, CO
	 	Sunrise Real Estate Services Colorado

LLC	 	 






Schedule 2A.03(a) - Page 31









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	18800 North Fwy.
Houston, TX
	 	CARS-DB4, L.P.	 	 
	 
	 

	 	 	 	 	 	Lone Star Chevrolet Parking Lot
	 	18990 Northwest Fwy.
Houston, TX
	 	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
	 	1331 N. Central Expy.
Richardson, TX
	 	MMR Viking Investment Associates, LP	 	 
	 
	 

	 	 	 	 	 	(Body Shop)
	 	13561 Goldmark Dr.
Richardson, TX
	 	CARS (SON-105)	 	 
	 
	Sonic — Manhattan Fairfax,
Inc.

	 	Virginia

Corporation

0521177-6
	 	 	 	BMW of Fairfax
	 	8427 Lee Hwy.
Fairfax, VA
	 	MMR Holdings, LLC	 	 
	 
	 

	 	 	 	 	 	(Parking Facility)
	 	8435 Lee Hwy.
Fairfax, VA
	 	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






Schedule 2A.03(a) - Page 32









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	10002 Southwest Fwy.
Houston, TX
	 	CARS CNI-2, LP	 	 
	 
	 

	 	 	 	 	 	Momentum BMW (West)
	 	15865 Katy Fwy.
Houston, TX
	 	RMC AutoSonic BMWN, L.P.	 	 
	 
	 

	 	 	 	 	 	(Momentum Body Shop)
	 	9911 Centre Pkwy.
Houston, TX
	 	CARS CNI-2, L.P.	 	 
	 
	 

	 	 	 	 	 	Momentum Collision Center	 	 	 	 	 	 
	 
	Sonic Momentum JVP, L.P.

	 	Texas

Limited Partnership

800235475
	 	 	 	Jaguar Southwest Houston

Land Rover Southwest Houston

Momentum Volvo
	 	10150 Southwest Fwy.
Houston, TX
	 	CARS CNI-2, LP	 	 
	 
	 

	 	 	 	 	 	Momentum Porsche
	 	10155 Southwest Fwy.
Houston, TX
	 	SRE Texas - 3, L.P.
	 	SRE Texas - 3,
L.P. is an indirect
subsidiary of Sonic
Automotive, Inc.






Schedule 2A.03(a) - Page 33









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	2405 Richmond Ave.
Houston, TX
	 	RMC Auto Sonic VWA, LP	 	 
	 
	 

	 	 	 	 	 	Momentum Audi Certified

Pre-Owned Sales
	 	2309 Richmond Ave.
Houston, TX
	 	RMC Auto Sonic VWA, LP	 	 
	 
	 

	 	 	 	 	 	Momentum Audi
	 	2315 Richmond Ave.
Houston, TX
	 	CAR 2 MOM, LP	 	 
	 
	 

	 	 	 	 	 	Momentum Audi Back Lot (Storage)
	 	3717-3725 Revere St.
Houston, TX
	 	La Mesa Properties Limited	 	 
	 
	 

	 	 	 	 	 	Momentum Audi — Parking
	 	2401 Portsmouth

Houston, TX
	 	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	 	 






Schedule 2A.03(a) - Page 34









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 






Schedule 2A.03(a) - Page 35









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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)
	 	1626 Wilshire Blvd.
Santa Monica, CA 


1330 Colorado Ave.
Santa Monica, CA 



1215 - 17th St.
Santa Monica, CA
	 	17th & Wilshire Partnership 




Investment Co. of Santa Monica 




7R Apartments	 	 
	 
	 

	 	 	 	 	 	(Parking)
	 	1415 Euclid & 1308 Santa
Monica Blvd.
Santa Monica, CA
	 	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	 	 






Schedule 2A.03(a) - Page 36









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	4343 Stevens Creek Blvd.
San Jose, CA
	 	SRE California — 7 SCB, LLC	 	 
	 
	 

	 	 	 	 	 	 	 	4333 Stevens Creek Blvd.
San Jose, CA
	 	SRE California — 7 SCB, LLC	 	 
	 
	 

	 	 	 	 	 	Stevens Creek BMW — Offsite
Vehicle Storage
	 	1507 S. 10th St.
San Jose, CA
	 	10th Street Land Management	 	 






Schedule 2A.03(a) - Page 37









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	1580 Spring Hill Rd.
Vienna, VA
	 	CARS-DB1, LLC	 	 
	 
	 

	 	 	 	 	 	(Body Shop)
	 	1548 Spring Hill Rd.
Vienna, VA
	 	CARS-DB1, LLC	 	 
	 
	 

	 	 	 	 	 	(Storage Lot)
	 	Two acres adjacent to 1592
Spring Hill Rd.
	 	CARS-DB1, LLC	 	 
	 
	 

	 	 	 	 	 	 	 	One acre lot on Tyco Rd. at
corner of 1500 Spring Hill
Rd.
	 	Robert Rosenthal	 	 
	 
	 

	 	 	 	 	 	(Storage Lot)
	 	8521 Leesburg 
Pike
Vienna, VA
	 	Brandywine Realty Trust	 	 
	 
	Sonic Tysons Corner
Infiniti, Inc.

	 	Virginia

Corporation

0645232-0
	 	 	 	Infiniti of Tysons Corner
	 	8527 Leesburg 
Pike
Vienna, VA
	 	Capital Automotive, L.P.	 	 
	 
	 

	 	 	 	 	 	(Wash Bays)
	 	8525 Leesburg 
Pike
Vienna, VA
	 	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






Schedule 2A.03(a) - Page 38









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	1301 Parkside Dr.
Walnut Creek, CA
	 	Stead Leasing, Inc.	 	 
	 
	 

	 	 	 	 	 	(Jensen Lease)
	 	1360 Pine St.
Walnut Creek, CA
	 	Peter C. Jensen, Trustee of the Peter
Cole Jensen and Sharon A. Jensen
Living Trust dated December 23, 1986	 	 
	 
	 

	 	 	 	 	 	(Parking Lot)
	 	1300 Pine St.
Walnut Creek, CA
	 	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






Schedule 2A.03(a) - Page 39









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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






Schedule 2A.03(a) - Page 40









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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






Schedule 2A.03(a) - Page 41









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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






Schedule 2A.03(a) - Page 42









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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






Schedule 2A.03(a) - Page 43









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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






Schedule 2A.03(a) - Page 44









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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
	 	3737 Stevens Creek Blvd.
Santa Jose, CA
	 	SRE California — 5, LLC	 	 
	 
	 

	 	 	 	 	 	St. Claire Cadillac — Offsite
Vehicle Storage
	 	1507 South 10th
St., San Jose, CA
	 	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	 	 






Schedule 2A.03(a) - Page 45









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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)
	 	24895 Mission Blvd.
Hayward, CA
	 	SRE California - 2, LLC	 	 
	 
	 

	 	 	 	 	 	Ground Lease

(Sales)
	 	24947-24975 Mission Blvd.
Hayward, CA
	 	Barbara Harrison and Marie Hinton,
Trustee of the Marie Hinton Revocable
Trust	 	 
	 
	 

	 	 	 	 	 	(Vehicle Display)




(Vehicle Storage)
	 	24919 Mission Blvd.
Hayward, CA


Fletcher Ln.
Hayward, CA
	 	SRE California - 2, LLC



SRE California - 2, LLC	 	SRE California -
2, LLC is an
indirect subsidiary
of Sonic
Automotive, Inc.
	 
	 

	 	 	 	 	 	Ground Lease

(Sales)
	 	24933 Mission Blvd.
Hayward, CA
	 	Paul Y. Fong	 	 
	 
	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 2A.03(a) - Page 46











 





SCHEDULE 4.01




GOOD STANDING JURISDICTIONS

AND FOREIGN QUALIFICATIONS




	 	 	 	 	 
	Name of Entity	 	Domestic State	 	Foreign State(s) Authorized
	Sonic Automotive, Inc.

	 	Delaware
	 	North Carolina
	ADI of the Southeast, LLC

	 	South Carolina	 	 
	AnTrev, LLC

	 	North Carolina	 	 
	Arngar, Inc.

	 	North Carolina	 	 
	Autobahn, Inc.

	 	California	 	 
	Avalon Ford, Inc.

	 	Delaware
	 	California
	FAA Auto Factory, Inc.

	 	California	 	 
	FAA Beverly Hills, Inc.

	 	California	 	 
	FAA Capitol N, Inc.

	 	California	 	 
	FAA Concord H, Inc.

	 	California	 	 
	FAA Concord T, Inc.

	 	California	 	 
	FAA Dublin N, Inc.

	 	California	 	 
	FAA Dublin VWD, Inc.

	 	California	 	 
	FAA Holding Corp.

	 	California	 	 
	FAA Las Vegas H, Inc.

	 	Nevada	 	 
	FAA Poway H, Inc.

	 	California	 	 
	FAA Poway T, Inc.

	 	California	 	 
	FAA San Bruno, Inc.

	 	California	 	 
	FAA Santa Monica V, Inc.

	 	California	 	 
	FAA Serramonte H, Inc.

	 	California	 	 
	FAA Serramonte L, Inc.

	 	California	 	 
	FAA Serramonte, Inc.

	 	California	 	 
	FAA Stevens Creek, Inc.

	 	California	 	 
	FAA Torrance CPJ, Inc.

	 	California	 	 
	FirstAmerica Automotive, Inc.

	 	Delaware
	 	California
	Fort Mill Ford, Inc.

	 	South Carolina	 	 
	Fort Myers Collision Center, LLC

	 	Florida	 	 
	Franciscan Motors, Inc.

	 	California	 	 
	Kramer Motors Incorporated

	 	California	 	 
	L Dealership Group, Inc.

	 	Texas
	 	California
	Marcus David Corporation

	 	North Carolina	 	 
	Massey Cadillac, Inc.

	 	Tennessee
	 	Michigan
	Mountain States Motors Co., Inc.

	 	Colorado	 	 
	Ontario L, LLC

	 	California	 	 
	Philpott Motors, Ltd.

	 	Texas	 	 
	SAI AL HC1, Inc.

	 	Alabama	 	 
	SAI AL HC2, Inc.

	 	Alabama	 	 
	SAI Ann Arbor Imports, LLC

	 	Michigan	 	 
	SAI Atlanta B, LLC

	 	Georgia	 	 
	SAI Broken Arrow C, LLC

	 	Oklahoma	 	 
	SAI Charlotte M, LLC

	 	North Carolina	 	 
	SAI Clearwater T, LLC

	 	Florida	 	 
	SAI Columbus Motors, LLC

	 	Ohio	 	 
	SAI Columbus T, LLC

	 	Ohio	 	 
	SAI Columbus VWK, LLC

	 	Ohio	 	 






Schedule 4.01 - Page 1 









 






	 	 	 	 	 
	Name of Entity	 	Domestic State	 	Foreign State(s) Authorized
	SAI FL HC2, Inc.

	 	Florida	 	 
	SAI FL HC3, Inc.

	 	Florida	 	 
	SAI FL HC4, Inc.

	 	Florida	 	 
	SAI FL HC7, Inc.

	 	Florida	 	 
	SAI Fort Myers B, LLC

	 	Florida	 	 
	SAI Fort Myers H, LLC

	 	Florida	 	 
	SAI Fort Myers M, LLC

	 	Florida	 	 
	SAI Fort Myers VW, LLC

	 	Florida	 	 
	SAI GA HC1, LP

	 	Georgia	 	 
	SAI Georgia, LLC

	 	Georgia	 	 
	SAI Irondale Imports, LLC

	 	Alabama	 	 
	SAI Irondale L, LLC

	 	Alabama	 	 
	SAI Long Beach B, Inc.

	 	California	 	 
	SAI MD HC1, Inc.

	 	Maryland	 	 
	SAI Monrovia B, Inc.

	 	California	 	 
	SAI Montgomery B, LLC

	 	Alabama	 	 
	SAI Montgomery BCH, LLC

	 	Alabama	 	 
	SAI Montgomery CH, LLC

	 	Alabama	 	 
	SAI Nashville CSH, LLC

	 	Tennessee	 	 
	SAI Nashville H, LLC

	 	Tennessee	 	 
	SAI Nashville M, LLC

	 	Tennessee	 	 
	SAI Nashville Motors, LLC

	 	Tennessee	 	 
	SAI OK HC1, Inc.

	 	Oklahoma	 	 
	SAI Oklahoma City C, LLC

	 	Oklahoma	 	 
	SAI Oklahoma City H, LLC

	 	Oklahoma	 	 
	SAI Oklahoma City T, LLC

	 	Oklahoma	 	 
	SAI Orlando CS, LLC

	 	Florida	 	 
	SAI Riverside C, LLC

	 	Oklahoma	 	 
	SAI Rockville Imports, LLC

	 	Maryland	 	 
	SAI Rockville L, LLC

	 	Maryland	 	 
	SAI Santa Clara K, Inc.

	 	California	 	 
	SAI TN HC1, LLC

	 	Tennessee	 	 
	SAI TN HC2, LLC

	 	Tennessee	 	 
	SAI TN HC3, LLC

	 	Tennessee	 	 
	SAI Tulsa N, LLC

	 	Oklahoma	 	 
	SAI Tulsa T, LLC

	 	Oklahoma	 	 
	Santa Clara Imported Cars, Inc.

	 	California	 	 
	Sonic — 2185 Chapman Rd., Chattanooga, LLC

	 	Tennessee	 	 
	Sonic — Cadillac D, L.P.

	 	Texas	 	 
	Sonic — Calabasas V, Inc.

	 	California	 	 
	Sonic — Camp Ford, L.P.

	 	Texas	 	 
	Sonic — Carrollton V, L.P.

	 	Texas	 	 
	Sonic — Carson F, Inc.

	 	California	 	 
	Sonic — Coast Cadillac, Inc.

	 	California	 	 
	Sonic — Denver T, Inc.

	 	Colorado	 	 
	Sonic — Downey Cadillac, Inc.

	 	California	 	 
	Sonic — Englewood M, Inc.

	 	Colorado	 	 
	Sonic — Fort Worth T, L.P.

	 	Texas	 	 
	Sonic — Frank Parra Autoplex, L.P.

	 	Texas	 	 
	Sonic — Houston V, L.P.

	 	Texas	 	 
	Sonic — Las Vegas C East, LLC

	 	Nevada	 	 
	Sonic — Las Vegas C West, LLC

	 	Nevada	 	 






Schedule 4.01 - Page 2 









 






	 	 	 	 	 
	Name of Entity	 	Domestic State	 	Foreign State(s) Authorized
	Sonic — Lloyd Nissan, Inc.

	 	Florida	 	 
	Sonic — Lloyd Pontiac — Cadillac, Inc.

	 	Florida	 	 
	Sonic — Lone Tree Cadillac, Inc.

	 	Colorado	 	 
	Sonic — LS Chevrolet, L.P.

	 	Texas	 	 
	Sonic — LS, LLC

	 	Delaware
	 	Texas
	Sonic — Lute Riley, L.P.

	 	Texas	 	 
	Sonic — Manhattan Fairfax, Inc.

	 	Virginia	 	 
	Sonic — Massey Chevrolet, Inc.

	 	California	 	 
	Sonic — Newsome Chevrolet World, Inc.

	 	South Carolina	 	 
	Sonic — Newsome of Florence, Inc.

	 	South Carolina	 	 
	Sonic — North Charleston Dodge, Inc.

	 	South Carolina	 	 
	Sonic — Richardson F, L.P.

	 	Texas	 	 
	Sonic — Sanford Cadillac, Inc.

	 	Florida	 	 
	Sonic — Shottenkirk, Inc.

	 	Florida	 	 
	Sonic — Stevens Creek B, Inc.

	 	California	 	 
	Sonic — Stone Mountain T, L.P.

	 	Georgia	 	 
	Sonic — University Park A, L.P.

	 	Texas	 	 
	Sonic — Williams Cadillac, Inc.

	 	Alabama	 	 
	Sonic Advantage PA, L.P.

	 	Texas	 	 
	Sonic Agency, Inc.

	 	Michigan	 	 
	Sonic Automotive — 1720 Mason Ave., DB, Inc.

	 	Florida	 	 
	Sonic Automotive — 1720 Mason Ave., DB, LLC

	 	Florida	 	 
	Sonic Automotive — 3401 N. Main, TX, L.P.

	 	Texas	 	 
	Sonic Automotive — 4701 I-10 East, TX, L.P.

	 	Texas	 	 
	Sonic Automotive — 6008 N. Dale Mabry, FL, Inc.

	 	Florida	 	 
	Sonic Automotive 2752 Laurens Rd., Greenville, Inc.

	 	South Carolina	 	 
	Sonic Automotive 5260 Peachtree Industrial Blvd.,
LLC

	 	Georgia	 	 
	Sonic Automotive F&I, LLC

	 	Nevada	 	 
	Sonic Automotive of Chattanooga, LLC

	 	Tennessee	 	 
	Sonic Automotive of Nashville, LLC

	 	Tennessee	 	 
	Sonic Automotive of Nevada, Inc.

	 	Nevada	 	 
	Sonic Automotive of Texas, L.P.

	 	Texas	 	 
	Sonic Automotive Support, LLC

	 	Nevada	 	 
	Sonic Automotive West, LLC

	 	Nevada	 	 
	Sonic Automotive-3700 West Broad Street, Columbus,
Inc.

	 	Ohio	 	 
	Sonic Automotive-4000 West Broad Street, Columbus,
Inc.

	 	Ohio	 	 
	Sonic Automotive-9103 E. Independence, NC, LLC

	 	North Carolina	 	 
	Sonic Calabasas M, Inc.

	 	California	 	 
	Sonic Development, LLC

	 	North Carolina
	 	Alabama, California, Colorado,

Florida, Georgia, Maryland,

Michigan, Nevada, Ohio,

Oklahoma, South Carolina,

Tennessee, Texas, Virginia
	Sonic Divisional Operations, LLC

	 	Nevada
	 	Alabama, California, Colorado,

Florida, Georgia, Maryland,

Michigan, North Carolina, Ohio,

Oklahoma, South Carolina,

Tennessee, Texas, Virginia
	Sonic Financial Corporation

	 	North Carolina	 	 
	Sonic Fremont, Inc.

	 	California	 	 
	Sonic Houston JLR, LP

	 	Texas	 	 






Schedule 4.01 - Page 3 









 






	 	 	 	 	 
	Name of Entity	 	Domestic State	 	Foreign State(s) Authorized
	Sonic Houston LR, L.P.

	 	Texas	 	 
	Sonic Momentum B, L.P.

	 	Texas	 	 
	Sonic Momentum JVP, L.P.

	 	Texas	 	 
	Sonic Momentum VWA, L.P.

	 	Texas	 	 
	Sonic of Texas, Inc.

	 	Texas	 	 
	Sonic Peachtree Industrial Blvd., L.P.

	 	Georgia	 	 
	Sonic Resources, Inc.

	 	Nevada	 	 
	Sonic Santa Monica M, Inc.

	 	California	 	 
	Sonic Santa Monica S, Inc.

	 	California	 	 
	Sonic Tysons Corner H, Inc.

	 	Virginia	 	 
	Sonic Tysons Corner Infiniti, Inc.

	 	Virginia	 	 
	Sonic Walnut Creek M, Inc.

	 	California	 	 
	Sonic Wilshire Cadillac, Inc.

	 	California	 	 
	Sonic-Buena Park H, Inc.

	 	California	 	 
	Sonic-Calabasas A, Inc.

	 	California	 	 
	Sonic-Capitol Cadillac, Inc.

	 	Michigan	 	 
	Sonic-Capitol Imports, Inc.

	 	South Carolina	 	 
	Sonic-Carson LM, Inc.

	 	California	 	 
	Sonic-Clear Lake Volkswagen, L.P.

	 	Texas	 	 
	Sonic-Harbor City H, Inc.

	 	California	 	 
	Sonic-Jersey Village Volkswagen, L.P.

	 	Texas	 	 
	Sonic-Plymouth Cadillac, Inc.

	 	Michigan	 	 
	Sonic-Saturn of Silicon Valley, Inc.

	 	California	 	 
	Sonic-Serramonte I, Inc.

	 	California	 	 
	Sonic-Volvo LV, LLC

	 	Nevada	 	 
	Sonic-West Covina T, Inc.

	 	California	 	 
	SRE Alabama-2, LLC

	 	Alabama	 	 
	SRE Alabama-5, LLC

	 	Alabama	 	 
	SRE California — 1, LLC

	 	California	 	 
	SRE California — 2, LLC

	 	California	 	 
	SRE California — 3, LLC

	 	California	 	 
	SRE California — 4, LLC

	 	California	 	 
	SRE California — 5, LLC

	 	California	 	 
	SRE California — 7 SCB, LLC

	 	California	 	 
	SRE California — 8 SCH, LLC

	 	California	 	 
	SRE Colorado — 1, LLC

	 	Colorado	 	 
	SRE Florida — 1, LLC

	 	Florida	 	 
	SRE Florida — 2, LLC

	 	Florida	 	 
	SRE Holding, LLC

	 	North Carolina
	 	Alabama, Arizona, Colorado, Texas
	SRE Oklahoma-1, LLC

	 	Oklahoma	 	 
	SRE Oklahoma-2, LLC

	 	Oklahoma	 	 
	SRE Oklahoma-5, LLC

	 	Oklahoma	 	 
	SRE South Carolina — 2, LLC

	 	South Carolina	 	 
	SRE South Carolina — 3, LLC

	 	South Carolina	 	 
	SRE South Carolina — 4, LLC

	 	South Carolina	 	 
	SRE Tennessee-4, LLC

	 	Tennessee	 	 
	SRE Texas — 1, L.P.

	 	Texas	 	 
	SRE Texas — 2, L.P.

	 	Texas	 	 
	SRE Texas — 3, L.P.

	 	Texas	 	 
	SRE Texas — 4, L.P.

	 	Texas	 	 
	SRE Texas — 5, L.P.

	 	Texas	 	 
	SRE Texas — 6, L.P.

	 	Texas	 	 






Schedule 4.01 - Page 4 









 






	 	 	 	 	 
	Name of Entity	 	Domestic State	 	Foreign State(s) Authorized
	SRE Texas — 7, L.P.

	 	Texas	 	 
	SRE Texas — 8, L.P.

	 	Texas	 	 
	SRE Virginia — 1, LLC

	 	Virginia
	 	Maryland
	Stevens Creek Cadillac, Inc.

	 	California	 	 
	Town and Country Ford, Incorporated

	 	North Carolina	 	 
	Windward, Inc.

	 	Hawaii
	 	California
	Z Management, Inc.

	 	Colorado	 	 






Schedule 4.01 - Page 5 









 





SCHEDULE 5.05




MATERIAL INDEBTEDNESS AND OTHER LIABILITIES




None.



Schedule 5.06 - Page 1 









 





SCHEDULE 5.06




LITIGATION



Actions, suits, proceedings, claims or disputes pending, or to the knowledge of the Company after
due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority seeking damages or other remedies in excess of $20,000,000 or
which, if determined adversely, could reasonably be expected to have a Material Adverse Effect.




CALIFORNIA



Zamani v. Serramonte Auto Plaza, Sonic Automotive, Inc., et al.



Lawsuit filed by former sales associate at one of Sonic’s California dealerships alleging that he
was not paid proper commissions for every used vehicle that he sold during his employment from June
2006 to September 2006. The lawsuit purports to be a class action on behalf of all sales
associates at all dealerships owned by Sonic in the State of California relating to used vehicle
sales. The case has been ordered to Arbitration and Plaintiff has not yet moved for class
certification.




Hall v. Sonic Automotive, Inc., et al.



Lawsuit filed by a consumer and then a former employee alleging that one of Sonic’s California
dealerships improperly recorded telephone conversations with customers and employees without
providing advance warnings or notice required by applicable law. The lawsuit purports to be a
class action on behalf of allegedly similarly affected consumers and employees against all of
Sonic’s California dealerships. Plaintiffs have not yet moved for class certification.




Phillips v. FAA Torrance CPJ, Inc. and Sonic Automotive, Inc.



Lawsuit filed by sales associate at one of Sonic’s California dealerships alleging failure to
provide rest and meal time breaks and other wage-hour claims. The lawsuit purports to be a class
action for two separate classes of employees: (1) on behalf of all sales associates at all
dealerships owned by Sonic in the State of California who were classified as non-exempt employees,
and (2) all associates of Sonic’s California dealerships where the itemized wage statements merely
identified the d/b/a of the employer rather than the employer’s formal legal entity name.
Plaintiff has not yet moved for class certification.




Carson CJ, LLC and Kenneth Phillips v. DaimlerChrysler Motors Company, Chrysler Corporation,
Inc., Sonic Automotive, Inc., et al.



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. The plaintiff company had its Chrysler and Jeep
franchises terminated by Chrysler Corporation during Chrysler’s bankruptcy




Schedule 5.06 - Page 1 









 








proceeding in June 2009. Plaintiffs’ claims against Sonic allege that Sonic made intentional
misrepresentations to the Plaintiffs in conjunction with the 2005 purchase of the dealership
assets. Sonic compelled arbitration of this matter and the hearing date has recently been
continued. The arbitration should occur in 4Q2011 or 1Q2012.




FLORIDA



Galura, Kimbrell, McNaughton, et al. v. Sonic Automotive, Inc.



Class action of all customers who purchased or leased a vehicle from one of the Company’s Florida
dealerships after December 31, 1998, where the purchase or lease included an APCO etch product as
part of the transaction. Complaint alleges violations of Florida’s Unfair Trade Practice Act,
Retail Installment Sales Act, etc. relating to the improper disclosure of etch sales.
DaimlerChrysler Insurance Company (“DCIC”) was providing partial defense costs under a reservation
of rights, but their coverage has now been exhausted.



The parties agreed to and signed a class settlement agreement in February 2011. The Court has
granted preliminary approval of the class settlement and the Final Fairness Hearing is scheduled
for June 24, 2011. In the event the Final Order and Judgment is entered, consistent with the
preliminary approval and the settlement agreement, the resolution would not have a material adverse
affect on Sonic’s future results of operations, financial condition and cash flows.




NORTH CAROLINA



Robert Price et al. v. APCO et al.



This lawsuit has been filed as a purported class action against Automobile Protection Corporation
(“APCO”), Sonic Automotive, Inc., and three South Carolina dealership subsidiaries of Sonic.
Plaintiffs contend that the dealerships violated the North Carolina deceptive trade practices act
in the manner in which Etch was sold, and that Etch was sold as an unlicensed insurance product.
The complaint seeks the certification of alternative classes. One class, the “North Carolina
Class” purports to be a class of all North Carolina residents who purchased a vehicle from a Sonic
dealership in which the purchase included Etch. The “Nationwide class” purports to be a class of
all customers who “purchased or leased a vehicle through a Sonic dealer in any state, with the
exception of New York, Florida, and Hawaii (or any other state in which APCO and/or the Company are
properly licensed to sell the Etch product)” in which the purchase included Etch.



The parties have agreed to submit this matter to arbitration. This matter has been consolidated
with the Owens (below, South Carolina) case and heard by the same arbitrator.



On July 19, 2010, the arbitrator issued a Partial Final Award on Class Certification, certifying a
class. The Partial Final Award on Class Certification is not a final decision on the merits of the
action. The merits of Claimants’ assertions and potential damages will still have to be proven
through the remainder of the arbitration. The arbitrator stayed the arbitration to allow either
party to petition a court of competent jurisdiction to confirm or vacate the award. On July 22,
2010,






Schedule 5.06 - Page 2 









 







Plaintiffs filed a Motion to Confirm the Arbitrator’s Partial Final Award on Class Certification in
Lincoln County (NC) Superior Court. On August 17, 2010, Sonic filed to remove this North Carolina
state court action to federal court, and simultaneously filed a Petition to Vacate the Arbitrator’s
Partial Final Award on Class Certification, with both filings made in the United Stated District
Court for the Western District of North Carolina. The federal court is currently considering
Sonic’s Petition to Vacate and Plaintiffs’ opposition to that Petition.




SOUTH CAROLINA




Herron, et al. v. Century BMW, et al.

Adams, et al. v. Action Ford, et al.



Herron was the first case filed by six individuals, asserting claims against almost every
automotive dealership in South Carolina. Plaintiffs allege all South Carolina automotive dealers
conspired together in a common scheme to deceive all car buyers by presenting car prices in a
manner designed to mislead. The claim is that charging customers an administrative fee was
improper and that the amount of the administrative fees was excessive. Plaintiffs dismissed all
but six dealerships in Herron. Century BMW, a Sonic dealership, is one of the remaining
Defendants. Sonic’s dealership moved to compel arbitration in Herron and the trial court denied
the motion.



We appealed the trial court’s denial of the Motion to Compel Arbitration. Currently, the South
Carolina Supreme Court is awaiting briefs from the parties, after the US Supreme Court ordered the
SC Supreme Court to reverse its prior decision affirming the trial court’s denial of our Motion to
Compel Arbitration. Essentially, the appellate courts are still reviewing whether the claim
against Sonic should be compelled into arbitration. It is unclear when this arbitration issue will
be resolved.



Adams was a subsequent filing by the same attorneys, and in that action there is a unique Plaintiff
for each Defendant. It asserts the same claims, and several of Sonic’s South Carolina dealerships
have been named in this case. As to the Sonic dealerships, the case has been stayed pending the
outcome of the appeal on the issue of arbitration in Herron.







Schedule 5.06 - Page 3 









 








Owens, Misty, et al. vs. Sonic Automotive, Inc., et al.



Purported class action complaint wherein Plaintiffs allege that Sonic-owned dealerships deceptively
marketed and sold the Etch product as a “warranty”, and “stuffed” or “packed” the product into
vehicle sales transactions at exorbitant and unconscionable prices without informing the consumer
they were paying for Etch. Plaintiffs allege breach of contract, unjust enrichment, and civil
conspiracy. The matter has been consolidated with the Price (above, North Carolina) case
and is being heard by the same arbitrator. The US District Court for the Western District of North
Carolina is presently considering Sonic’s Petition to Vacate the Arbitrator’s Partial Final Award
on Class Certification and Plaintiffs’ opposition to that Petition.




Schedule 5.06 - Page 4 









 





SCHEDULE 5.13




SUBSIDIARIES;

OTHER EQUITY INVESTMENTS




Part (a). Subsidiaries.




	 	 	 
	Name of Entity	 	Ownership
	1. Sonic Automotive, Inc.
	 	 
	 
	 	 
	2. ADI of the Southeast, LLC

	 	Member: Sonic — Newsome Chevrolet World, Inc. — 100%
	 
	 	 
	3. AnTrev, LLC

	 	Member: SRE Holding, LLC — 100%
	 
	 	 
	4. Arngar, Inc.

	 	Sonic Automotive, Inc. — 100%, 1,333 shares
	 
	 	 
	5. Autobahn, Inc.

	 	L Dealership Group, Inc. — 100%, 400,000 shares
	 
	 	 
	6. Avalon Ford, Inc.

	 	Sonic Automotive, Inc. — 100%, 4,164 shares
	 
	 	 
	7. Casa Ford of Houston, Inc.

	 	Sonic Automotive — 4701 I-10 East, TX, L.P. — 100%,
	 
	 	 
	8. Cornerstone Acceptance Corporation

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	9. FAA Auto Factory, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	10. FAA Beverly Hills, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	11. FAA Capitol F, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	12. FAA Capitol N, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	13. FAA Concord H, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	14. FAA Concord N, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	15. FAA Concord T, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	16. FAA Dublin N, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	17. FAA Dublin VWD, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	18. FAA Holding Corp.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	19. FAA Las Vegas H, Inc.

	 	FAA Holding Corp. — 100%, 10,000 shares






Schedule 5.13 - Page 1 









 






	 	 	 
	Name of Entity	 	Ownership
	20. FAA Marin F, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	21. FAA Marin LR, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	22. FAA Poway G, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	23. FAA Poway H, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	24. FAA Poway T, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	25. FAA San Bruno, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	26. FAA Santa Monica V, Inc.

	 	FirstAmerica Automotive, Inc.. — 100%, 10,000 shares
	 
	 	 
	27. FAA Serramonte H, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	28. FAA Serramonte L, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	29. FAA Serramonte, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	30. FAA Stevens Creek, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	31. FAA Torrance CPJ, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	32. FirstAmerica Automotive, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	33. Fort Mill Ford, Inc.

	 	Sonic Automotive, Inc. — 100%, 2,700 shares
	 
	 	 
	34. Fort Myers Collision Center, LLC

	 	Member: Sonic Automotive, Inc. — 100%
	 
	 	 
	35. Franciscan Motors, Inc.

	 	L Dealership Group, Inc. — 100%, 700,000 shares
	 
	 	 
	36. Frank Parra Autoplex, Inc.

	 	Sonic Automotive, Inc. — 100%
	 

	 	Class A 152
	 

	 	Class B 116,796
	 
	 	 
	37. Fremont JLRV, LLC

	 	Members:
	 

	 	Sonic Automotive, Inc. 90%
	 

	 	Ricardo Weitz 10%
	 
	 	 
	38. Frontier Oldsmobile-Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 200 shares
	 
	 	 
	39. HMC Finance Alabama, Inc.

	 	Cornerstone Acceptance Corporation — 100%, 100 shares
	 
	 	 
	40. Kramer Motors Incorporated

	 	FAA Holding Corp. — 100%, 250 shares
	 
	 	 
	41. L Dealership Group, Inc.

	 	FAA Holding Corp. — 100%, 1,046,545 shares






Schedule 5.13 - Page 2 









 






	 	 	 
	Name of Entity	 	Ownership
	42. Marcus David Corporation

	 	Sonic Automotive, Inc. — 100%, 579,000 shares
	 
	 	 
	43. Massey Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	44. Massey Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 1,000 shares
	 
	 	 
	45. Mountain States Motors Co., Inc.

	 	Z Management, Inc. — 100%, 30,000 shares
	 
	 	 
	46. Ontario L, LLC

	 	Member: Sonic Automotive, Inc. 100%
	 
	 	 
	47. Philpott Motors, Ltd.

	 	Partners:
	 

	 	Sonic of Texas, Inc., general partner 1%
	 

	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	48. Royal Motor Company, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	49. SAI AL HC1, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	50. SAI AL HC2, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	51. SAI Ann Arbor Imports, LLC

	 	Member: Sonic Automotive, Inc. 100%
	 
	 	 
	52. SAI Atlanta B, LLC

	 	Member: SAI OK HC1, Inc. 100%
	 
	 	 
	53. SAI Broken Arrow C, LLC

	 	Member:: SAI OK HC1, Inc. 100%
	 
	 	 
	54. SAI Charlotte M, LLC

	 	Member: Sonic Automotive, Inc. 100%
	 
	 	 
	55. SAI Clearwater T, LLC

	 	Member: SAI FL HC2, Inc. 100%
	 
	 	 
	56. SAI Columbus Motors, LLC

	 	Member: Sonic Automotive, Inc. 100%
	 
	 	 
	57. SAI Columbus T, LLC

	 	Member: Sonic Automotive, Inc. 100%
	 
	 	 
	58. SAI Columbus VWK, LLC

	 	Member: Sonic Automotive, Inc. 100%
	 
	 	 
	59. SAI FL HC1, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	60. SAI FL HC2, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	61. SAI FL HC3, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	62. SAI FL HC4, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	63. SAI FL HC5, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	64. SAI FL HC6, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares






Schedule 5.13 - Page 3 









 






	 	 	 
	Name of Entity	 	Ownership
	65. SAI FL HC7, Inc.

	 	Sonic Automotive, Inc. — 100%, 500 shares
	 
	 	 
	66. SAI Fort Myers B, LLC

	 	Member: SAI FL HC2, Inc. 100%
	 
	 	 
	67. SAI Fort Myers H, LLC

	 	Member: SAI FL HC4, Inc. 100%
	 
	 	 
	68. SAI Fort Myers M, LLC

	 	Member: SAI FL HC7, Inc. 100%
	 
	 	 
	69. SAI Fort Myers VW, LLC

	 	Member: SAI FL HC4, Inc. 100%
	 
	 	 
	70. SAI GA HC1, LP

	 	Partners:
	 

	 	SAI Georgia, LLC, general partner 1%
	 

	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	71. SAI Georgia LLC

	 	Member: Sonic Automotive of Nevada, Inc. 100%
	 
	 	 
	72. SAI Irondale Imports, LLC

	 	Member: SAI AL HC2, Inc. 100%
	 
	 	 
	73. SAI Irondale L, LLC

	 	Member: SAI AL HC2, Inc. 100%
	 
	 	 
	74. SAI Lansing CH, LLC

	 	Member: Sonic Automotive, Inc. 100%
	 
	 	 
	75. SAI Long Beach B, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	76. SAI MD HC1, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	77. SAI Monrovia B, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	78. SAI Montgomery B, LLC

	 	Member: SAI AL HC1, Inc. 100%
	 
	 	 
	79. SAI Montgomery BCH, LLC

	 	Member: SAI AL HC1, Inc. 100%
	 
	 	 
	80. SAI Montgomery CH, LLC

	 	Member: SAI AL HC1, Inc. 100%
	 
	 	 
	81. SAI Nashville CSH, LLC

	 	Member: SAI TN HC1, LLC 100%
	 
	 	 
	82. SAI Nashville H, LLC

	 	Member: SAI TN HC3, LLC 100%
	 
	 	 
	83. SAI Nashville M, LLC

	 	Member: SAI TN HC1, LLC 100%
	 
	 	 
	84. SAI Nashville Motors, LLC

	 	Member: SAI TN HC2, LLC 100%
	 
	 	 
	85. SAI NC HC2, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	86. SAI OH HC1, Inc.

	 	Sonic Automotive, Inc. 500 shares






Schedule 5.13 - Page 4 









 






	 	 	 
	Name of Entity	 	Ownership
	87. SAI OK HC1, Inc.

	 	Sonic Automotive, Inc. — 25%, 100 shares
	 

	 	Sonic Automotive of Nevada, Inc. — 74.25%, 297 shares
	 

	 	SAI Georgia, LLC 0.75%, 3 shares
	 
	 	 
	88. SAI Oklahoma City C, LLC

	 	Member: SAI OK HC1, Inc. 100%
	 
	 	 
	89. SAI Oklahoma City H, LLC

	 	Member: SAI OK HC1, Inc. 100%
	 
	 	 
	90. SAI Oklahoma City T, LLC

	 	Member: SAI OK HC1, Inc. 100%
	 
	 	 
	91. SAI Orlando CS, LLC

	 	Member: SAI FL HC3, Inc. 100%
	 
	 	 
	92. SAI Peachtree, LLC

	 	Member: SAI GA HC1, LP 100%
	 
	 	 
	93. SAI Plymouth C, LLC

	 	Member: Sonic Automotive, Inc. 100%
	 
	 	 
	94. SAI Riverside C, LLC

	 	Member: SAI OK HC1, Inc. 100%
	 
	 	 
	95. SAI Rockville Imports, LLC

	 	Member: SAI MD HC1, Inc. 100%
	 
	 	 
	96. SAI Rockville L, LLC

	 	Member: SAI MD HC1, Inc. 100%
	 
	 	 
	97. SAI Santa Clara K, Inc.

	 	Sonic Automotive, Inc.- 100%, 100 shares
	 
	 	 
	98. SAI Stone Mountain T, LLC

	 	Member: SAI GA HC1, LP 100%
	 
	 	 
	99. SAI TN HC1, LLC

	 	Member: Sonic Automotive of Nevada, Inc. 100%
	 
	 	 
	100. SAI TN HC2, LLC

	 	Member: Sonic Automotive of Nevada, Inc. 100%
	 
	 	 
	101. SAI TN HC3, LLC

	 	Member: Sonic Automotive of Nevada, Inc. 100%
	 
	 	 
	102. SAI Tulsa N, LLC

	 	Member: SAI OK HC1, Inc. 100%
	 
	 	 
	103. SAI Tulsa T, LLC

	 	Member: SAI OK HC1, Inc. 100%
	 
	 	 
	104. SAI VA HC1, Inc.

	 	Sonic Automotive, Inc.- 100%, 100 shares
	 
	 	 
	105. Santa Clara Imported Cars, Inc.

	 	L Dealership Group, Inc. — 100%, 1,082 shares
	 
	 	 
	106. Sonic — 2185 Chapman Rd.,
Chattanooga, LLC

	 	Members: 

Sonic Automotive of Nevada, Inc. 1 Class A Unit
	 

	 	Sonic Automotive of Nevada, Inc. 99 Class B Units
	 
	 	 
	107. Sonic — Cadillac D, L.P.

	 	Partners:
	 

	 	Sonic of Texas, Inc., general partner 1%
	 

	 	Sonic Automotive of Nevada, Inc., limited partner 99%






Schedule 5.13 - Page 5 









 






	 	 	 
	Name of Entity	 	Ownership
	108. Sonic — Calabasas M, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	109. Sonic — Calabasas V, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	110. Sonic — Camp Ford, L.P.

	 	Partners:
	 

	 	Sonic of Texas, Inc., general partner 1%
	 

	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	111. Sonic — Carrollton V, L.P.

	 	Partners:
	 

	 	Sonic of Texas, Inc., general partner 1%
	 

	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	112. Sonic — Carson F, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	113. Sonic — Coast Cadillac, Inc.

	 	FirstAmerica Automotive, Inc. — 100%, 10,000 shares
	 
	 	 
	114. Sonic — Denver T, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	115. Sonic — Denver Volkswagen, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	116. Sonic — Downey Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	117. Sonic — Englewood M, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	118. Sonic — Fort Mill Chrysler Jeep, Inc.

	 	Sonic Automotive, Inc. — 100%, 1,000 shares
	 
	 	 
	119. Sonic — Fort Mill Dodge, Inc.

	 	Sonic Automotive, Inc. — 100%, 1,000 shares
	 
	 	 
	120. Sonic — Fort Worth T, L.P.

	 	Partners:
	 

	 	Sonic of Texas, Inc., general partner 1%
	 

	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	121. Sonic — Frank Parra Autoplex, L.P.

	 	Partners:
	 

	 	Sonic of Texas, Inc., general partner 1%
	 

	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	122. Sonic — Harbor City H, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	123. Sonic — Houston V, L.P.

	 	Partners:
	 

	 	Sonic of Texas, Inc., general partner 1%
	 

	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	124. Sonic — Integrity Dodge LV, LLC

	 	Member: Sonic Automotive, Inc. 100%
	 
	 	 
	125. Sonic — Lake Norman Chrysler Jeep,
LLC

	 	Member: Sonic Automotive, Inc. 100%
	 
	 	 
	126. Sonic — Las Vegas C East, LLC

	 	Member: Sonic Automotive, Inc. 100%






Schedule 5.13 - Page 6 









 






	 	 	 
	Name of Entity	 	Ownership
	127. Sonic — Las Vegas C West, LLC

	 	Member: Sonic Automotive, Inc. 100%
	 
	 	 
	128. Sonic — Lloyd Nissan, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	129. Sonic — Lloyd Pontiac — Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	130. Sonic — Lone Tree Cadillac, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	131. Sonic — LS Chevrolet, L.P.

	 	Partners:
	 

	 	Sonic — LS, LLC, general partner .1%
	 

	 	Sonic Automotive West, LLC, limited partner 99.9%
	 
	 	 
	132. Sonic — LS, LLC

	 	Member: Sonic of Texas, Inc. 100%
	 
	 	 
	133. Sonic — Lute Riley, L.P.

	 	Partners:
	 

	 	Sonic of Texas, Inc., general partner 1%
	 

	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	134. Sonic — Manhattan Fairfax, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	135. Sonic — Massey Cadillac, L.P.

	 	Partners:
	 

	 	Sonic of Texas, Inc., general partner 1%
	 

	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	136. Sonic — Massey Chevrolet, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	137. Sonic — Massey Pontiac Buick GMC,
Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	138. Sonic — Mesquite Hyundai, L.P.

	 	Partners:
	 

	 	Sonic of Texas, Inc., general partner 1%
	 

	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	139. Sonic — Newsome Chevrolet World,
Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	140. Sonic — Newsome of Florence, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	141. Sonic — North Charleston Dodge, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	142. Sonic — North Charleston, Inc.

	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	143. Sonic — Reading, L.P.

	 	Partners:
	 

	 	Sonic of Texas, Inc., general partner 1%
	 

	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	144. Sonic — Richardson F, L.P.

	 	Partners:
	 

	 	Sonic of Texas, Inc., general partner 1%
	 

	 	Sonic Automotive of Nevada, Inc., limited partner 99%







Schedule 5.13 - Page 7 











 





	 	 	 
	Name of Entity	 	Ownership
	145. Sonic — Sam White Nissan, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	146. Sonic — Sanford Cadillac, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	147. Sonic — Shottenkirk, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	148. Sonic — South Cadillac, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	149. Sonic — Stevens Creek B, Inc.
	 	L Dealership Group, Inc. — 100%, 300,000 shares
	 
	 	 
	150. Sonic — Stone Mountain T, L.P.
	 	Partners:

	 
	 	SAI Georgia, LLC, general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	151. Sonic — University Park A, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	152. Sonic — Williams Cadillac, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	153. Sonic Advantage PA, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	154. Sonic Agency, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	155. Sonic Automotive — 1720 Mason Ave.,
DB, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	156. Sonic Automotive — 1720 Mason
Ave., DB, LLC
	 	Member:

	 
	 	Sonic Automotive — 1720 Mason Ave., DB, Inc. 100%
	 
	 	 
	157. Sonic Automotive — 2490 South Lee
Highway, LLC
	 	Members:

	 
	 	Sonic Automotive of Nevada, Inc. 1 Class A Unit

	 
	 	Sonic Automotive of Nevada, Inc. 99 Class B Units
	 
	 	 
	158. Sonic Automotive — 3401 N. Main,
TX, L.P.
	 	Partners:
	 
	 	Sonic of Texas, Inc., general partner 1%
	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	159. Sonic Automotive — 4701 I-10
East, TX, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%






Schedule 5.13 - Page 8









 






	 	 	 
	Name of Entity	 	Ownership
	160. Sonic Automotive — 5221 I-10
East, TX, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	161. Sonic Automotive 5260 Peachtree
Industrial Blvd., LLC
	 	Member:

	 
	 	Sonic Peachtree Industrial Blvd., L.P. 100% (100 Units)
	 
	 	 
	162. Sonic Automotive — 6008 N. Dale
Mabry, FL, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	163. Sonic Automotive — 9103 E.
Independence, NC, LLC
	 	Member: Sonic Automotive, Inc.  100%
	 
	 	 
	164. Sonic Automotive 2424 Laurens Rd.,
Greenville, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	165. Sonic Automotive 2752 Laurens Rd.,
Greenville, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	166. Sonic Automotive F&I, LLC
	 	Member:  Sonic Automotive, Inc.  100%
	 
	 	 
	167. Sonic Automotive of Chattanooga, LLC
	 	Members:

	 
	 	Sonic Automotive of Nevada, Inc.    1 Class A Unit

	 
	 	Sonic Automotive of Nevada, Inc.    99 Class B Units
	 
	 	 
	168. Sonic Automotive of Nashville, LLC
	 	Members:
	 
	 	Sonic Automotive of Nevada, Inc.    1 Class A Unit
	 
	 	Sonic Automotive of Nevada, Inc.    99 Class B Units
	 
	 	 
	169. Sonic Automotive of Nevada, Inc.
	 	Sonic Automotive, Inc. — 100%, 1,000 shares
	 
	 	 
	170. Sonic Automotive of Texas, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	171. Sonic Automotive Support, LLC
	 	Member:  Sonic Automotive, Inc.  100%
	 
	 	 
	172. Sonic Automotive West, LLC
	 	Member: Sonic Automotive, Inc.  100%
	 
	 	 
	173. Sonic Automotive — 1495 Automall
Drive, Columbus, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	174. Sonic Automotive — 3700 West Broad
Street, Columbus, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	175. Sonic Automotive — 4000 West Broad
Street, Columbus, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares






Schedule 5.13 - Page 9









 






	 	 	 
	Name of Entity	 	Ownership
	176. Sonic Clear Lake N, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	177. Sonic Development, LLC
	 	Member:  Sonic Automotive, Inc. 100%
	 
	 	 
	178. Sonic Divisional Operations, LLC
	 	Member:  Sonic Automotive, Inc.  100%
	 
	 	 
	179. Sonic eStore, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	180. Sonic FFC 1, Inc.
	 	Sonic Automotive, Inc.  — 100%, 100 shares
	 
	 	 
	181. Sonic FFC 2, Inc.
	 	Sonic Automotive, Inc.  — 100%, 100 shares
	 
	 	 
	182. Sonic FFC 3, Inc.
	 	Sonic Automotive, Inc.  — 100%, 100 shares
	 
	 	 
	183. Sonic Fremont, Inc.
	 	Sonic Automotive, Inc.  — 100%, 100 shares
	 
	 	 
	184. Sonic Houston JLR, LP
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	185. Sonic Houston LR, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	186. Sonic Momentum B, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	187. Sonic Momentum JVP, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	188. Sonic Momentum VWA, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	189. Sonic of Texas, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	190. Sonic Okemos Imports, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	191. Sonic Peachtree Industrial Blvd., L.P.
	 	Partners:

	 
	 	SAI Georgia, LLC,  general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	192. Sonic Resources, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares






Schedule 5.13 - Page 10









 






	 	 	 
	Name of Entity	 	Ownership
	193. Sonic Santa Monica M, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	194. Sonic Santa Monica S, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	195. Sonic Tysons Corner H, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	196. Sonic Tysons Corner Infiniti, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	197. Sonic Walnut Creek M, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	198. Sonic Wilshire Cadillac, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	199. Sonic— Buena Park H, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	200. Sonic— Calabasas A, Inc.
	 	Sonic Automotive, Inc.  — 100%, 100 shares
	 
	 	 
	201. Sonic— Capitol Cadillac, Inc.
	 	Sonic Automotive, Inc.  — 100%, 100 shares
	 
	 	 
	202. Sonic— Capitol Imports, Inc.
	 	Sonic Automotive, Inc.  — 100%, 100 shares
	 
	 	 
	203. Sonic— Carson LM, Inc.
	 	Sonic Automotive, Inc.  — 100%, 100 shares
	 
	 	 
	204. Sonic— Chattanooga D East, LLC
	 	Member: Sonic Automotive, Inc. 100%
	 
	 	 
	205. Sonic— Clear Lake Volkswagen, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	206. Sonic— Jersey Village Volkswagen, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner 99%
	 
	 	 
	207. Sonic— Plymouth Cadillac, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	208. Sonic— Riverside Auto Factory, Inc.
	 	Sonic Automotive, Inc.  — 100%, 100 shares
	 
	 	 
	209. Sonic— Saturn of Silicon Valley, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	210. Sonic— Serramonte I, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	211. Sonic— Volvo LV, LLC
	 	Member:  Sonic Automotive, Inc. 100%
	 
	 	 
	212. Sonic— West Covina T, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	213. SRE Alabama—2, LLC
	 	Member: SRE Holding, LLC 100%
	 
	 	 
	214. SRE Alabama — 3, LLC
	 	Member: SRE Holding, LLC 100%






Schedule 5.13 - Page 11









 






	 	 	 
	Name of Entity	 	Ownership
	215. SRE Alabama — 4, LLC
	 	Member: SRE Holding, LLC 100%
	 
	 	 
	216. SRE Alabama — 5, LLC
	 	Member: SRE Holding, LLC 100%
	 
	 	 
	217. SRE California — 1, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	218. SRE California — 2, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	219. SRE California — 3, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	220. SRE California — 4, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	221. SRE California — 5, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	222. SRE California — 6, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	223. SRE California — 7 SCB, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	224. SRE California — 8, SCH, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	225. SRE Colorado — 1, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	226. SRE Colorado — 2, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	227. SRE Colorado — 3, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	228. SRE Florida — 1, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	229. SRE Florida — 2, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	230. SRE Florida — 3, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	231. SRE Georgia — 1, LP
	 	Partners:

	 
	 	Sonic of SAI Georgia, LLC, general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner   99%
	 
	 	 
	232. SRE Georgia — 2, LP
	 	Partners:

	 
	 	Sonic of SAI Georgia, LLC, general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner   99%
	 
	 	 
	233. SRE Georgia — 3, LP
	 	Partners:

	 
	 	Sonic of SAI Georgia, LLC, general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner   99%
	 
	 	 
	234. SRE Holding, LLC
	 	Member:  Sonic Automotive, Inc.  100%
	 
	 	 
	235. SRE Maryland — 1, LLC
	 	Member: SRE Holding LLC   100%






Schedule 5.13 - Page 12









 






	 	 	 
	Name of Entity	 	Ownership
	236. SRE Maryland — 2, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	237. SRE Michigan — 3, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	238. SRE Nevada — 1, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	239. SRE Nevada — 2, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	240. SRE Nevada — 3, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	241. SRE Nevada — 4, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	242. SRE Nevada — 5, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	243. SRE North Carolina — 1, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	244. SRE North Carolina — 2, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	245. SRE North Carolina — 3, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	246. SRE Oklahoma — 1, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	247. SRE Oklahoma — 2, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	248. SRE Oklahoma — 3, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	249. SRE Oklahoma — 4, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	250. SRE Oklahoma — 5, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	251. SRE South Carolina — 2, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	252. SRE South Carolina — 3, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	253. SRE South Carolina — 4, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	254. SRE Tennessee — 1, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	255. SRE Tennessee — 2, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	256. SRE Tennessee — 3, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	257. SRE
Tennessee — 4, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	258. SRE Tennessee — 5, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	259. SRE Tennessee — 6, LLC
	 	Member: SRE Holding LLC   100%






Schedule 5.13 - Page 13









 






	 	 	 
	Name of Entity	 	Ownership
	260. SRE Tennessee — 7, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	261. SRE Tennessee — 8, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	262. SRE Tennessee — 9, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	263. SRE Texas — 1, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner   99%
	 
	 	 
	264. SRE Texas — 2, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner   99%
	 
	 	 
	265. SRE Texas — 3, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner   99%
	 
	 	 
	266. SRE Texas — 4, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner   99%
	 
	 	 
	267. SRE Texas — 5, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner   99%
	 
	 	 
	268. SRE Texas — 6, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner   99%
	 
	 	 
	269. SRE Texas — 7, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner   99%
	 
	 	 
	270. SRE Texas — 8, L.P.
	 	Partners:

	 
	 	Sonic of Texas, Inc., general partner 1%

	 
	 	Sonic Automotive of Nevada, Inc., limited partner   99%
	 
	 	 
	271. SRE Texas 9, LLC
	 	Member:   SRE Holdings LLC   100%
	 
	 	 
	272. SRE Virginia — 1, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	273. SRE Virginia — 2, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	274. SRealEstate Arizona — 1, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	275. SRealEstate Arizona — 2, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	276. SRealEstate Arizona — 3, LLC
	 	Member: SRE Holding LLC   100%






Schedule 5.13 - Page 14









 






	 	 	 
	Name of Entity	 	Ownership
	277. SRealEstate Arizona — 4, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	278. SRealEstate Arizona — 5, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	279. SRealEstate Arizona — 6, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	280. SRealEstate Arizona — 7, LLC
	 	Member: SRE Holding LLC   100%
	 
	 	 
	281. SRM Assurance, Ltd.
	 	Sonic Automotive, Inc. — 100%, 5,000 shares
	 
	 	 
	282. Stevens Creek Cadillac, Inc.
	 	L Dealership Group, Inc.  — 100%, 230,000 shares
	 
	 	 
	283. Town and Country Ford, Incorporated
	 	Sonic Automotive, Inc. — 100%, 471.25 shares
	 
	 	 
	284. Village Imported Cars, Inc.
	 	Sonic Automotive, Inc. — 100%, 100 shares
	 
	 	 
	285. Windward, Inc.
	 	L Dealership Group, Inc. — 100%, 140,500 shares
	 
	 	 
	286. Z Management, Inc.
	 	Sonic Automotive, Inc. — 100%, 30,000 shares






Part (b). Other Equity Investments.



None.







Schedule 5.13 - Page 15











 





SCHEDULE 5.19




FRANCHISE AND FRAMEWORK AGREEMENT MATTERS




None.




Schedule 6.13 — Page 1



 









 





SCHEDULE 6.13




LOCATION OF COLLATERAL




	 	 	 	 	 
	I.	 	IV.	 	V.
	 	 	Trade Names, Trade Styles,	 	 
	 	 	Fictitious Names	 	 
	Name	 	and “d/b/a” Names	 	Collateral Locations
	Sonic Automotive, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109 

Charlotte, NC
	 
	 	 	 	 
	ADI of the Southeast, LLC

	 	 	 	111 Newland Rd.

Columbia, SC 

	 
	 	 	 	 
	AnTrev, LLC

	 	 	 	6415 Idlewild Rd. 

Suite 109 

Charlotte, NC
	 
	 	 	 	 
	Arngar, Inc.

	 	Cadillac of South Charlotte
	 	10725 Pineville Rd. 

Pineville, NC
	 
	 	 	 	 
	Autobahn, Inc.

	 	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
	 
	 	 	 	 
	Avalon Ford, Inc.

	 	 	 	6415 Idlewild Rd. 

Suite 109 

Charlotte, NC
	 
	 	 	 	 
	FAA Auto Factory, Inc.

	 	 	 	6415 Idlewild Rd. 

Suite 109 

Charlotte, NC




Schedule 6.13 — Page 1





 









 






	 	 	 	 	 
	I.	 	IV.	 	V.
	 	 	Trade Names, Trade Styles,	 	 
	 	 	Fictitious Names	 	 
	Name	 	and “d/b/a” Names	 	Collateral Locations
	FAA Beverly Hills, Inc.

	 	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) 


Service Facility Relocations Site
	 	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 


9000-9001 Olympic Blvd. 

Beverly Hills, CA
	 
	 	 	 	 
	FAA Capitol N, Inc.

	 	 	 	6415 Idlewild Rd. 

Suite 109 

Charlotte, NC
	 
	 	 	 	 
	FAA Concord H, Inc.

	 	Concord Honda
	 	1300 Concord Ave.

Concord, CA 
 

2241 Commerce Ave. 

Concord, CA
	 
	 	 	 	 
	FAA Concord T, Inc.

	 	Concord Toyota
 Concord Scion
	 	1090 Concord Ave. 

Concord, CA
	 
	 	 	 	 
	FAA Dublin N, Inc.

	 	 	 	6415 Idlewild Rd. 

Suite 109 

Charlotte, NC
	 
	 	 	 	 
	FAA Dublin VWD, Inc.

	 	 	 	6415 Idlewild Rd. 

Suite 109 

Charlotte, NC
	 
	 	 	 	 
	FAA Holding Corp.

	 	 	 	6415 Idlewild Rd. 

Suite 109 

Charlotte, NC
	 
	 	 	 	 
	FAA Las Vegas H, Inc.

	 	Honda West
	 	7615 W. Sahara Ave.

Las Vegas, NV





 Schedule 6.13 — Page 2




 









 






	 	 	 	 	 
	I.	 	IV.	 	V.
	 	 	Trade Names, Trade Styles,	 	 
	 	 	Fictitious Names	 	 
	Name	 	and “d/b/a” Names	 	Collateral Locations
	FAA Poway H, Inc.

	 	Poway Honda
	 	13747 Poway Rd. 

Poway, CA
	 
	 	 	 	 
	FAA Poway T, Inc.

	 	 	 	6415 Idlewild Rd. 

Suite 109 

Charlotte, NC
	 
	 	 	 	 
	FAA San Bruno, Inc.

	 	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
	 
	 	 	 	 
	FAA Santa Monica V, Inc.

	 	Volvo of Santa Monica
	 	1719 Santa Monica Blvd. 

Santa Monica, CA 


1801 Santa Monica Blvd. 

Santa Monica, CA





 Schedule 6.13 — Page 3




 









 






	 	 	 	 	 
	I.	 	IV.	 	V.
	 	 	Trade Names, Trade Styles,	 	 
	 	 	Fictitious Names	 	 
	Name	 	and “d/b/a” Names	 	Collateral Locations
	FAA Serramonte, Inc.

	 	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
	 
	 	 	 	 
	FAA Serramonte H, Inc.

	 	Honda of Serramonte
	 	485 Serramonte Blvd. 

Colma, CA
	 
	 	 	 	 
	FAA Serramonte L, Inc.

	 	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. 

Ssan Rafael, CA
	 
	 	 	 	 
	FAA Stevens Creek, Inc.

	 	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
	 
	 	 	 	 
	FAA Torrance CPJ, Inc.

	 	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




Schedule 6.13 — Page 4





 









 






	 	 	 	 	 
	I.	 	IV.	 	V.
	 	 	Trade Names, Trade Styles,	 	 
	 	 	Fictitious Names	 	 
	Name	 	and “d/b/a” Names	 	Collateral Locations
	FirstAmerica Automotive, Inc.

	 	 	 	6415 Idlewild Rd. 

Suite 109 

Charlotte, NC
	 
	 	 	 	 
	Fort Mill Ford, Inc.

	 	Fort Mill Ford
	 	801 Gold Hill Rd. 

Fort Mill, SC
	 
	 	 	 	 
	Fort Myers Collision Center, 

LLC

	 	 	 	6415 Idlewild Rd. 

Suite 109 

Charlotte, NC
	 
	 	 	 	 
	Franciscan Motors, Inc.

	 	Acura of Serramonte
	 	465/475 Serramonte Blvd. 

Colma, CA
	 
	 	 	 	 
	Kramer Motors Incorporated

	 	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
	 
	 	 	 	 
	L Dealership Group, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109 

Charlotte, NC
	 
	 	 	 	 
	Marcus David Corporation

	 	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
	 
	 	 	 	 
	Massey Cadillac, Inc.

	 	Massey Cadillac
	 	24600 Grand River Ave.

Detroit, MI






Schedule 6.13 — Page 5




 











 





	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	Mountain States Motors Co., Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Ontario L, LLC

	 	Crown Lexus
	 	1125 Kettering Dr.

Ontario, CA
	 
	 	 	 	 
	Philpott Motors, Ltd.

	 	Philpott Motors Hyundai
	 	1900 U.S. Hwy. 69

Nederland, TX
	 
	 	 	 	 
	 

	 	(Hangar Lease)

	 	4605 Third St. Airport

Beaumont, TX

	 
	 	 	 	 
	 

	 	Philpott Ford

Philpott Toyota

	 	1400 U.S. Hwy. 69

Nederland, TX
	 
	 	 	 	 
	 

	 	Philpott Ford-Toyota (Fleet/Body Shop)
	 	2727 Nall St.

Port Neches, TX
	 
	 	 	 	 
	SAI AL HC1, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	SAI AL HC2, Inc.

	 	Tom Williams Collision Center
	 	1874 Grants Mill Rd.

Irondale, AL
	 
	 	 	 	 
	SAI Ann Arbor Imports, LLC

	 	Mercedes-Benz of Ann Arbor
	 	570 Auto Mall Dr.

Ann Arbor, MI
	 
	 	 	 	 
	 

	 	BMW of Ann Arbor
	 	501 Auto Mall Dr.

Ann Arbor, MI
	 
	 	 	 	 
	SAI Atlanta B, LLC

	 	Global Imports BMW

Global Imports MINI
	 	500 Interstate North Pkwy. SE

Atlanta, GA
	 
	 	 	 	 
	SAI Broken Arrow C, LLC

	 	Momentum Chevrolet of Broken Arrow

Speedway Chevrolet

	 	2301 N. Aspen Ave.

Broken Arrow, OK
	 
	 	 	 	 
	SAI Charlotte M, LLC

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	SAI Clearwater T, LLC

	 	Clearwater Toyota

Clearwater Scion
	 	21799 U.S. Hwy. 19 N.

Clearwater, FL






Schedule 6.13 - Page 6









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	SAI Columbus Motors, LLC

	 	Hatfield Subaru

Hatfield Hyundai

	 	1400 Auto Mall Dr.

Columbus, OH
	 
	 	 	 	 
	SAI Columbus T, LLC

	 	Toyota West

Scion West

Hatfield Automall
	 	1500 Automall Dr.

Columbus, OH
	 
	 	 	 	 
	SAI Columbus VWK, LLC

	 	Hatfield Kia

Hatfield Volkswagen
	 	1495 Auto Mall Dr.

Columbus, OH
	 
	 	 	 	 
	SAI FL HC2, Inc.

	 	N/A
	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 
	 	 	 	 
	SAI FL HC3, Inc.

	 	N/A
	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 
	 	 	 	 
	SAI FL HC4, Inc.

	 	N/A
	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 
	 	 	 	 
	SAI FL HC7, Inc.

	 	N/A
	 	6415 Idlewild Rd.
Suite 109
Charlotte, NC
	 
	 	 	 	 
	SAI Fort Myers B, LLC

	 	BMW of Fort Myers
	 	15421 S. Tamiami Tr.

Fort Myers, FL
	 
	 	 	 	 
	 

	 	MINI of Fort Myers
	 	13880 S. Tamiami Tr.

Fort Myers, FL
	 
	 	 	 	 
	SAI Fort Myers H, LLC

	 	Honda of Fort Myers
	 	14020 S. Tamiami Tr.

Fort Myers, FL
	 
	 	 	 	 
	SAI Fort Myers M, LLC

	 	Mercedes-Benz of Fort Myers

	 	15461 S. Tamiami Tr.

Fort Myers, FL
	 
	 	 	 	 
	SAI Fort Myers VW, LLC

	 	Volkswagen of Fort Myers
	 	14060 S. Tamiami Tr.

Fort Myers, FL
	 
	 	 	 	 
	SAI GA HC1, LP

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC






Schedule 6.13 - Page 7









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	SAI Georgia, LLC

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	SAI Irondale Imports, LLC

	 	Tom Williams Imports (BMW)
	 	1000 Tom Williams Way

Irondale, AL
	 
	 	 	 	 
	 

	 	Tom Williams Audi

Tom Williams Porsche
	 	3001 Tom Williams Way

Irondale, AL
	 
	 	 	 	 
	 

	 	Land Rover Birmingham
	 	3000 Tom Williams Way

Irondale, AL
	 
	 	 	 	 
	 

	 	MINI of Birmingham
	 	2001 Tom Williams Way

Irondale, AL
	 
	 	 	 	 
	SAI Irondale L, LLC

	 	Tom Williams Lexus
	 	1001 Tom Williams Way

Irondale, AL
	 
	 	 	 	 
	SAI Long Beach B, Inc.

	 	Long Beach BMW

Long Beach MINI
	 	2998 Cherry Ave.

Signal Hill, CA 90755
	 
	 	 	 	 
	SAI MD HC1, Inc.

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	SAI Monrovia B, Inc.

	 	BMW of Monrovia

	 	1425-1451 South Mountain Ave.

Monrovia, CA
	 
	 	 	 	 
	 

	 	MINI of Monrovia
	 	1875 South Mountain Ave.

Monrovia, CA
	 
	 	 	 	 
	SAI Montgomery B, LLC

	 	BMW of Montgomery
	 	190 Eastern Blvd.

Montgomery, AL
	 
	 	 	 	 
	SAI Montgomery BCH, LLC

	 	Classic Cadillac Buick

Classic Cadillac GMC Buick



Classic Cadillac
	 	833 Eastern Blvd.

Montgomery, AL

	 
	 	 	 	 
	SAI Montgomery CH, LLC

	 	Capitol Chevrolet
	 	711 Eastern Blvd.

Montgomery, AL



	 

	 	Capitol Hyundai
	 	2820 Eastern Blvd.

Montgomery, AL






Schedule 6.13 - Page 8









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	SAI Nashville CSH, LLC

	 	Crest Cadillac

Crest Saab
	 	2121 Rosa L. Parks Blvd.

Nashville, TN
	 
	 	 	 	 
	SAI Nashville H, LLC

	 	Crest Honda

	 	2215 Rosa L. Parks Blvd.

Nashville, TN
	 
	 	 	 	 
	SAI Nashville M, LLC

	 	Mercedes-Benz of Nashville

smart center of Nashville
	 	630 Bakers Bridge Ave.

Franklin, TN
	 
	 	 	 	 
	SAI Nashville Motors, LLC

	 	Audi Nashville

Jaguar Nashville

Porsche of Nashville
	 	2350 Franklin Pike

Nashville, TN
	 
	 	 	 	 
	 

	 	 	 	725 Melpark Dr.

Nashville, TN
	 
	 	 	 	 
	SAI OK HC1, Inc.

	 	N/A
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	SAI Oklahoma City C, LLC

	 	City Chevrolet
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	SAI Oklahoma City H, LLC

	 	Momentum Honda Northwest

Steve Bailey Pre-Owned Super Center

Steve Bailey Honda
	 	8700 NW Expressway

Oklahoma City, OK
	 
	 	 	 	 
	SAI Oklahoma City T, LLC

	 	Dub Richardson Toyota

Dub Richardson Scion

	 	8401 NW Expressway

Oklahoma City, OK
	 
	 	 	 	 
	 

	 	(Body Shop)	 	 
	 
	 	 	 	 
	 

	 	Momentum Toyota Northwest

Momentum Scion Northwest
	 	9038 NW Expressway

Oklahoma City, OK
	 
	 	 	 	 
	SAI Orlando CS, LLC

	 	Massey Cadillac

Massey Cadillac [North]

Massey Saab of Orlando
	 	4241 N. John Young Pkwy.

Orlando, FL
	 
	 	 	 	 
	 

	 	Massey Cadillac South
	 	8819 S. Orange Blossom Tr.

Orlando, FL
	 
	 	 	 	 
	 

	 	(side street access; possible vehicle storage)
	 	1851 Landstreet Rd.

Orlando, FL






Schedule 6.13 - Page 9









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	SAI Riverside C, LLC

	 	Riverside Chevrolet

(Main Facility)
	 	707 W. 51st St.

Tulsa, OK
	 
	 	 	 	 
	 

	 	(Reconditioning Facility)	 	2002 W. Skelly Dr.

Tulsa, OK
	 
	 	 	 	 
	 

	 	Momentum Chevrolet of Tulsa
	 	
	 
	 	 	 	 
	SAI Rockville Imports, LLC

	 	Rockville Audi

Rockville Porsche-Audi

Porsche of Rockville
	 	1125 Rockville Pike

Rockville, MD 20852
	 
	 	 	 	 
	 

	 	(Parking Lot)
	 	1550 Rockville Pike

Rockville, MD 20852
	 
	 	 	 	 
	SAI Rockville L, LLC

	 	Lexus of Rockville
	 	15501 & 15515 Frederick Rd.

Rockville, MD
	 
	 	 	 	 
	 

	 	 	 	15814-A and B Paramount Dr.

Rockville, MD
	 
	 	 	 	 
	SAI Santa Clara K, Inc.

	 	Kia of Stevens Creek
	 	4333 Stevens Creek Blvd.

Santa Clara, CA 95051
	 
	 	 	 	 
	SAI TN HC1, LLC

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	SAI TN HC2, LLC

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	SAI TN HC3, LLC

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	SAI Tulsa N, LLC

	 	Riverside Nissan
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	SAI Tulsa T, LLC

	 	Momentum Toyota of Tulsa

Momentum Scion of Tulsa

Riverside Toyota

Riverside Scion
	 	6868 East B.A. Frontage Rd.

Tulsa, OK






Schedule 6.13 - Page 10









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	Santa Clara Imported Cars, Inc.

	 	Honda of Stevens Creek

	 	4590 Stevens Creek Blvd.

San Jose, CA
	 
	 	 	 	 
	 

	 	Stevens Creek Used Cars	 	 
	 
	 	 	 	 
	 

	 	Stevens Creek Honda — Offsite Vehicle Storage
	 	1507 South 10th St.

San Jose, CA
	 
	 	 	 	 
	Sonic — 2185 Chapman Rd., Chattanooga, LLC

	 	Economy Honda Superstore
	 	2135 Chapman Rd.

Chattanooga, TN
	 
	 	 	 	 
	Sonic Advantage PA, L.P.

	 	Porsche of West Houston





Audi West Houston



Momentum Luxury Cars
	 	11890 Katy Fwy.

Houston, TX



11850 and 11890 Katy Fwy., Houston, TX

	 
	 	 	 	 
	Sonic Agency, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic Automotive — 1720 Mason Ave., DB, Inc.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic Automotive — 1720 Mason Ave., DB, LLC

	 	Mercedes-Benz of Daytona Beach
	 	1720 Mason Ave.

Daytona Beach, FL
	 
	 	 	 	 
	Sonic Automotive 2752 Laurens Rd., Greenville, Inc.

	 	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
	 
	 	 	 	 
	Sonic Automotive — 3401 N. Main, TX, L.P.

	 	Ron Craft Chevrolet Cadillac

Baytown Auto Collision Center
	 	4114 Hwy. 10 E.

Baytown, TX
	 
	 	 	 	 
	Sonic Automotive—3700 West Broad Street, Columbus, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC






Schedule 6.13 - Page 11









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	Sonic Automotive—4000 West Broad Street, Columbus, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic Automotive — 4701 I-10 East, TX, L.P.

	 	Baytown Ford
	 	4110 Hwy. 10 E.

Baytown, TX
	 
	 	 	 	 
	Sonic Automotive 5260 Peachtree Industrial Blvd., LLC

	 	Dyer and Dyer Volvo

(Chamblee location)
	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic Automotive — 6008 N. Dale Mabry, FL, Inc.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic Automotive—9103 E. Independence, NC, LLC

	 	Infiniti of Charlotte





Infiniti of Charlotte Parking Lot
	 	9103 E. Independence Blvd.

Matthews, NC



9032 Scenic Dr.

Matthews, NC
	 
	 	 	 	 
	Sonic Automotive F&I, LLC

	 	 	 	7000 Las Vegas Blvd. N.

Suite 200

Las Vegas, NV
	 
	 	 	 	 
	Sonic Automotive of Chattanooga, LLC

	 	BMW of Chattanooga
	 	6806 E. Brainerd Rd.

Chattanooga, TN
	 
	 	 	 	 
	Sonic Automotive of Nashville, LLC

	 	BMW of Nashville

MINI of Nashville

Sonic Automotive Body Shop
	 	4040 Armory Oaks Dr.

Nashville, TN
	 
	 	 	 	 
	Sonic Automotive of Nevada, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic Automotive of Texas, L.P.

	 	Lone Star Ford
	 	8477 North Fwy.

Houston, TX
	 
	 	 	 	 
	Sonic Automotive Support, LLC

	 	 	 	7000 Las Vegas Blvd. N.

Suite 200

Las Vegas, NV






Schedule 6.13 - Page 12









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	Sonic Automotive West, LLC

	 	 	 	7000 Las Vegas Blvd. N.

Suite 200

Las Vegas, NV
	 
	 	 	 	 
	Sonic—Buena Park H, Inc.

	 	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.
	 
	 	 	 	 
	Sonic — Cadillac D, L.P.

	 	Massey Cadillac
	 	11675 LBJ Fwy.

Dallas, TX
	 
	 	 	 	 
	Sonic—Calabasas A, Inc.

	 	Acura 101 West
	 	24650 Calabasas Rd.

Calabasas, CA
	 
	 	 	 	 
	Sonic Calabasas M, Inc.

	 	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
	 
	 	 	 	 
	Sonic — Calabasas V, Inc.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic — Camp Ford, L.P.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic—Capitol Cadillac, Inc.

	 	Capitol Cadillac



Capitol Hummer
	 	5901 S. Pennsylvania Ave.

Lansing, MI
	 
	 	 	 	 
	Sonic—Capitol Imports, Inc.

	 	Capitol Imports

Capitol Hyundai
	 	101 Newland Rd.

Columbia, SC
	 
	 	 	 	 
	Sonic — Carrollton V, L.P.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC






Schedule 6.13 - Page 13









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	Sonic — Carson F, Inc.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic—Carson LM, Inc.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic—Clear Lake Volkswagen, L.P.

	 	Momentum Volkswagen of Clear Lake

Clear Lake Volkswagen
	 	15100 Gulf Fwy.

Houston, TX
	 
	 	 	 	 
	Sonic — Coast Cadillac, Inc.

	 	Coast Cadillac
	 	6415 Idlewild Rd. 


Suite 109


Charlotte, NC
	 
	 	 	 	 
	Sonic — Denver T, Inc.

	 	Mountain States Toyota and Scion

Mountain States Toyota
	 	201 W. 70th Ave.

Denver, CO
	 
	Sonic Development, LLC

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic Divisional Operations, LLC

	 	 	 	7000 Las Vegas Blvd. N.

Suite 200

Las Vegas, NV
	 
	 	 	 	 
	Sonic — Downey Cadillac, Inc.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic — Englewood M, Inc.

	 	 	 	6415 Idlewild Rd. 


Suite 109


Charlotte, NC
	 
	 	 	 	 
	Sonic — Fort Worth T, L.P.

	 	Toyota of Fort Worth

Scion of Fort Worth
	 	9001 Camp Bowie W.

Fort Worth, TX
	 
	 	 	 	 
	Sonic — Frank Parra Autoplex, L.P.

	 	Frank Parra Chevrolet





Frank Parra Chrysler Jeep

Frank Parra Chrysler Jeep

Dodge
	 	1000 E. Airport Fwy.

Irving, TX



700 E. Airport Fwy.

Irving, TX







Schedule 6.13 - Page 14









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	Sonic Fremont, Inc.

	 	Jaguar Fremont

Land Rover Fremont

Volvo Fremont
	 	5601 and 5701 Cushing Pkwy.

Fremont, CA
	 
	 	 	 	 
	Sonic—Harbor City H, Inc.

	 	Carson Honda

	 	1435 E. 223rd St.

Carson, CA
	 
	 	 	 	 
	Sonic Houston JLR, LP

	 	Jaguar Houston North

Land Rover Houston North
	 	18205 Interstate 45 N

Houston, TX
	 
	 	 	 	 
	Sonic Houston LR, L.P.

	 	Land Rover Houston Central





Jaguar Houston Central

	 	7019 Old Katy Rd.

Houston, TX



7025 Old Katy Rd.

Houston, TX
	 
	 	 	 	 
	Sonic — Houston V, L.P.

	 	Volvo of Houston





(Body Shop)
	 	11950 Old Katy Rd.

Houston, TX



1321 Sherwood Forest Dr.

Houston, TX
	 
	 	 	 	 
	Sonic—Jersey Village Volkswagen, L.P.

	 	Momentum Volkswagen of Jersey Village
	 	19550 Northwest Fwy.

Houston, TX
	 
	 	 	 	 
	Sonic — Las Vegas C East, LLC

	 	Cadillac of Las Vegas
	 	2711 E. Sahara Ave.

Las Vegas, NV
	 
	 	 	 	 
	Sonic — Las Vegas C West, LLC

	 	Cadillac of Las Vegas — West

Cadillac of Las Vegas
	 	5185 W. Sahara Ave.

Las Vegas, NV
	 
	 	 	 	 
	Sonic — Lloyd Nissan, Inc.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic — Lloyd Pontiac — Cadillac, Inc.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic — Lone Tree Cadillac, Inc.

	 	Don Massey Cadillac





Don Massey Collision Center
	 	8201 Parkway Dr.

Lone Tree, CO



6208 E. County Line Rd.

Littleton, CO






Schedule 6.13 - Page 15









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	Sonic — LS Chevrolet, L.P.

	 	Lone Star Chevrolet





Lone Star Chevrolet Parking Lot
	 	18800 North Fwy.

Houston, TX



18990 Northwest Fwy.

Houston, TX
	 
	 	 	 	 
	Sonic — LS, LLC

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic — Lute Riley, L.P.

	 	Lute Riley Honda





(Body Shop)
	 	1331 N. Central Expy.

Richardson, TX



13561 Goldmark Dr.

Richardson, TX
	 
	 	 	 	 
	Sonic — Manhattan Fairfax, Inc.

	 	BMW of Fairfax





(Parking Facility)
	 	8427 Lee Hwy.

Fairfax, VA



8435 Lee Hwy.

Fairfax, VA
	 
	 	 	 	 
	Sonic — Massey Chevrolet, Inc.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic Momentum B, L.P.








	 	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
	 
	 	 	 	 
	Sonic Momentum JVP, L.P.

	 	Jaguar Southwest Houston

Land Rover Southwest Houston

Momentum Volvo



Momentum Porsche
	 	10150 Southwest Fwy.

Houston, TX





10155 Southwest Fwy.

Houston, TX






Schedule 6.13 - Page 16









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	Sonic Momentum VWA, L.P.

	 	

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
	 
	 	 	 	 
	Sonic — Newsome Chevrolet World, Inc.

	 	Capitol Chevrolet

	 	111 Newland Rd.

Columbia, SC
	 
	 	 	 	 
	Sonic — Newsome of Florence, Inc.

	 	Newsome Automotive (Mercedes)

Capitol Chevrolet of Florence

Capitol Imports of Florence

Capitol Automotive of Florence

Imports of Florence (BMW)



Newsome Chevrolet
	 	2199 David McLeod Blvd.

Florence, SC
	 
	 	 	 	 
	Sonic — North Charleston Dodge, Inc.

	 	 	 	6415 Idlewild Rd. 


Suite 109


Charlotte, NC
	 
	 	 	 	 
	Sonic of Texas, Inc.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic Peachtree Industrial Blvd., L.P.

	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic—Plymouth Cadillac, Inc.

	 	Don Massey Cadillac
	 	40475 Ann Arbor Rd.

Plymouth, MI
	 
	 	 	 	 
	Sonic Resources, Inc.

	 	 	 	7000 Las Vegas Blvd. N.

Suite 200

Las Vegas, NV
	 
	 	 	 	 
	Sonic — Richardson F, L.P.

	 	North Central Ford
	 	1819 N. Central Expy.

Richardson, TX






Schedule 6.13 - Page 17









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	Sonic — Sanford Cadillac, Inc.

	 	Massey Cadillac of Sanford
	 	3700 S. Hwy. 17-92

Sanford, FL
	 
	 	 	 	 
	Sonic Santa Monica M, Inc.














	 	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
	 
	 	 	 	 
	Sonic Santa Monica S, Inc.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic—Saturn of Silicon Valley, Inc.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic—Serramonte I, Inc.

	 	 	 	6415 Idlewild Rd. 


Suite 109


Charlotte, NC
	 
	 	 	 	 
	Sonic — Shottenkirk, Inc.

	 	Pensacola Honda
	 	5600 Pensacola Blvd.

Pensacola, FL
	 
	 	 	 	 
	Sonic — Stevens Creek B, Inc.

	 	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
	 
	 	 	 	 
	Sonic — Stone Mountain T, L.P.

	 	Stone Mountain Toyota

Stone Mountain Scion
	 	5065 U.S. Hwy. 78

Stone Mountain, GA






Schedule 6.13 - Page 18









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	Sonic Tysons Corner H, Inc.

	 	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
	 
	 	 	 	 
	Sonic Tysons Corner Infiniti, Inc.

	 	Infiniti of Tysons Corner





(Wash Bays)
	 	8527 Leesburg Pike

Vienna, VA



8525 Leesburg Pike

Vienna, VA
	 
	 	 	 	 
	Sonic —  University Park A, L.P.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic—Volvo LV, LLC

	 	Volvo of Las Vegas
	 	7705 W. Sahara Ave.

Las Vegas, NV
	 
	 	 	 	 
	Sonic Walnut Creek M, Inc.

	 	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
	 
	 	 	 	 
	Sonic—West Covina T, Inc.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Sonic —  Williams Cadillac, Inc.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC






Schedule 6.13 -  Page 19









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	Sonic Wilshire Cadillac, Inc.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	SRE Alabama —  2, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Alabama—5, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE California —  1, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE California —  2, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE California —  3, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE California —  4, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE California —  5, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE California —  7 SCB, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE California —  8 SCH, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Colorado —  1, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Florida —  1, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Florida —  2, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Holding, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Oklahoma—1, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Oklahoma—2, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Oklahoma—5, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE South Carolina —  2, LLC

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

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

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Tennessee—4, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Texas —  1, L.P.

	 	N/A
	 	N/A






Schedule 6.13 -  Page 20









 






	 	 	 	 	 
	 	 	IV.	 	 
	 	 	Trade Names, Trade Styles,	 	 
	I.	 	Fictitious Names	 	V.
	Name	 	and “d/b/a” Names	 	Collateral Locations
	SRE Texas — 2, L.P.

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Texas — 3, L.P.

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Texas — 4, L.P.

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Texas — 5, L.P.

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Texas — 6, L.P.

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Texas — 7, L.P.

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Texas — 8, L.P.

	 	N/A
	 	N/A
	 
	 	 	 	 
	SRE Virginia — 1, LLC

	 	N/A
	 	N/A
	 
	 	 	 	 
	Stevens Creek Cadillac, Inc.

	 	St. Claire Cadillac





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

Santa Jose, CA



1507 South 10th St., San Jose, CA
	 
	 	 	 	 
	Town and Country Ford, Incorporated

	 	Town and County Ford
	 	5401 E. Independence Blvd.

Charlotte, NC
	 
	 	 	 	 
	Z Management, Inc.


	 	 	 	6415 Idlewild Rd.

Suite 109

Charlotte, NC
	 
	 	 	 	 
	Windward, Inc.

	 	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






Schedule 6.13 - Page 21











 





SCHEDULE 7.01




EXISTING LIENS




	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Sonic Automotive, Inc.
	 	 	 	 	 	 
	Delaware Secretary of State	 	 	 	 
	 
	 	 	 	 	 	 
	Dell Financial Services L.P.

	 	05/19/2006
	 	61708031 
	 	Leased equipment
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	04/20/2011
	 	20111474157 	 	 
	 
	 	 	 	 	 	 
	Dell Financial Services L.P.

	 	05/19/2006
	 	61708049 
	 	Leased equipment
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	04/20/2011
	 	20111474140 	 	 
	 
	 	 	 	 	 	 
	Greater Bay Bank N.A.

	 	02/29/2008
	 	20080732816 
	 	Leased Equipment: 1 Komatsu Forklift FG15SHT-17 s/n 673434
	 
	 	 	 	 	 	 
	GE Money Bank

	 	06/29/2010
	 	20102272346 
	 	Precautionary filing relating to GE Money Bank CarCareONE open-end credit program.








Schedule 7.01 - Page 1









 








	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Autobahn, Inc., d/b/a Autobahn Motors
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	California Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Mercedes-Benz of North America, LLC

	 	12/10/1991
	 	91261652 
	 	Motor vehicles, parts and accessories for which payment has not been
received by Mercedes-Benz North America, Inc. in accordance with the
provisions of the Mercedes-Benz Dealer Agreement
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	08/21/1996
	 	96234C0412 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor address

	 	01/21/1997
	 	97021C0292 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change S/P name from Inc. to LLC

	 	09/27/2000
	 	00273C0058 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	10/30/2001
	 	01304C0008 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	10/10/2006
	 	06-70880947 	 	 
	 
	 	 	 	 	 	 
	FAA Beverly Hills, Inc., d/b/a Beverly Hills BMW
	 	 	 	 
	California Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	BMW of North America, LLC

	 	10/27/1999
	 	9930660594 
	 	A purchase money security interest in all unpaid BMW motor vehicles,
including BMW automobiles, sports activity vehicles/light trucks,
motorcycles, tools, special tools, equipment, signage, warranty advances,
holdbacks, incentives, warranty credits, parts and accessories, Lifestyle
products and gift articles that are manufactured or sold by Bayerische
Motoren Werks AG and/or BMW of North America, Inc. and/or bear trademarks
of BMW, all accessions and additions thereto and all proceeds of any of
the foregoing, including insurance proceeds, and a security interest in
and right of setoff with respect to all credits and right to payment
(e.g. holdbacks, bonuses, incentives, warranty credits and the like) held
by BMW, its subsidiaries and affiliates for the account of debtor, and as
to the foregoing whether now owned or hereafter acquired
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	08/20/2004
	 	04-10021858 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change S/P name from Inc. to LLC

	 	05/10/2005
	 	05-70262321 	 	 









Schedule 7.01 - Page 2









 








	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Amendment: Restate collateral to delete Inc. and add LLC

	 	05/10/2005
	 	05-70262327 	 	 
	 
	 	 	 	 	 	 
	Amendment: Delete Debtor d/b/a

	 	05/10/2005
	 	05-70262328 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	10/30/2007
	 	07-71348214 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	10/30/2007
	 	07-71348217 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	10/30/2007
	 	07-71348201 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	12/04/2007
	 	07-71389993 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	08/04/2009
	 	09-72045370 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	02/10/2011
	 	11-72603191 	 	 
	 
	 	 	 	 	 	 
	FAA Las Vegas H, Inc., d/b/a Honda West
	Nevada Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Lakeland Bank Equipment Leasing Division

	 	03/27/2007
	 	2007009438-2 
	 	Leased Equipment: Market Scan System
	 
	 	 	 	 	 	 
	FAA Serramonte, Inc., d/b/a Serramonte Auto Plaza, Serramonte Mitsubishi, Serramonte Nissan
	California Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Nissan Motor Acceptance Corporation

	 	05/05/2005
	 	05-7025737733 
	 	Signs, together with all related materials, tools, parts, fittings,
supports, fixings, attachments, illumination, electrical cables,
connections and equipment, and concrete foundations
	 
	 	 	 	 	 	 
	Amendment: Change S/P address

	 	11/06/2006
	 	06-70909112 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change S/P address

	 	02/25/2008
	 	08-71483201 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	12/04/2009
	 	09-72160741 	 	 








Schedule 7.01 - Page 3









 








	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	FAA Stevens Creek, Inc., d/b/a Stevens Creek Nissan
	California Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Nissan Motor Acceptance Corporation

	 	

08/21/2007
	 	

07-7126162527 
	 	

Signs, together with all related materials, tools, parts, fittings,
supports, fixings, attachments, illumination, electrical cables,
connections and equipment, and concrete foundations.
	 
	 	 	 	 	 	 
	Ryna Capital Corporation

	 	04/27/2010
	 	10-7229801878 
	 	Leased Equipment: Items per lease schedule #229720 which includes: 1- 240
Complete system WR Series including: 1 — 240 TALL Lighted Drawer,
Server, 17” Flat Monitor, Mouse, Keyboard, CDRW, Web Plus, Automated
Report Generator and Auto Sales Plus SW License.
	 
	 	 	 	 	 	 
	Fort Mill Ford, Inc.
	 	 	 	 	 	 
	South Carolina Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Ford Motor Company

	 	10/27/1986
	 	86-051658 
	 	All motor vehicles together with all equipment
and accessories thereto, including all current
and after acquired motor vehicles, held as
inventory on lease or rental; or held for
lease, rental or sale, pursuant to a Rent-A-Car
System and Lease Agreement between secured
party and debtor
	 
	 	 	 	 	 	 
	Amendment: Change Debtor address

	 	03/09/1989
	 	89-012309 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor address

	 	04/27/1989
	 	89-021926 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	05/06/1991
	 	91-022733 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	05/16/1996
	 	960516-113648A 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor address

	 	02/15/2001
	 	010215-113328A 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	05/02/2001
	 	010502-102524A 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change S/P address

	 	08/09/2002
	 	020809-1036398 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	06/08/2006
	 	060608-1052069 	 	 
	 
	 	 	 	 	 	 
	Amendment: Correct Debtor information

	 	01/19/2010
	 	100119-1316121 	 	 








Schedule 7.01 - Page 4









 








	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Marcus David Corporation, d/b/a Town and Country Toyota, Town and Country Toyota Certified Used Cars, Town and Country Toyota-Scion

	North Carolina Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Coactive Capital Partners LLC

	 	08/18/2006
	 	20060080665E 
	 	Leased Equipment: computer equipment
	 
	 	 	 	 	 	 
	Amendment: Assignment from US Bancorp

	 	03/22/2007
	 	20070028051G 	 	 
	 
	 	 	 	 	 	 
	US Bancorp

	 	08/29/2007
	 	20070082898F 
	 	3 Optiplex 745; 3 15” flat panel; 1 new vehicle
lease, retail finance, 2 desk mod seats
MDesking modules
	 
	 	 	 	 	 	 
	Main Street National Bank

	 	06/03/2008
	 	20080051421E 
	 	Leased Equipment: 1 DCMdata Digital Lot system
including: Itab pen tablet data collection
device, printer, internal modem, database
synchronization, web site creation and Digital
Lot software license
	 
	 	 	 	 	 	 
	Ontario L, LLC, d/b/a Crown Lexus
	 	 	 	 	 	 
	California Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Lakeland Bank Equipment Leasing Division

	 	05/23/2007
	 	07-7115027818 
	 	Leased Equipment: Market Scan System
	 
	 	 	 	 	 	 
	Philpott Motors, Ltd., d/b/a Philpott Ford, Philpott Toyota, Philpott Motors Hyundai
	Texas Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Greater Bay Bank N.A.

	 	10/12/2007
	 	07-0035038743 
	 	1 — Used Forklift E15S s/n 324E12613416
including parts, accessories, substitutions,
additions, accessions and replacements thereto,
and all proceeds.
	 
	 	 	 	 	 	 
	SAI Ann Arbor Imports, LLC, f/k/a Sonic-Ann Arbor Imports, Inc., d/b/a Mercedes-Benz of Ann Arbor, BMW of Ann Arbor, Auto-Strasse
	Michigan Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	BMW of North America, LLC

	 	10/23/2003
	 	2003202420-2 
	 	A purchase money security interest in all unpaid BMW motor vehicles, including but not
limited to BMW automobiles, sports activity vehicles/light trucks, motorcycles, tools, special tools, equipment, signage, warranty
advances, parts and accessories, Lifestyle products and gift articles that are








Schedule 7.01 - Page 5









 








	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	manufactured or sold by Bayerische Motoren
Werks AG and/or BMW of North America, LLC
and/or bear trademarks of BMW, all accessions
and additions thereto and all proceeds of any
of the foregoing, including insurance proceeds,
and a security interest in and right of setoff
with respect to all credits and right to
payment (e.g. holdbacks, bonuses, incentives,
warranty credits and the like) held by BMW, its
subsidiaries and affiliates for the account of
debtor, and as to the foregoing whether now
owned or hereafter acquired
	 
	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	11/21/2006
	 	2006194891 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	09/05/2008
	 	2008139289-4 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	01/26/2009
	 	2009012242-6 	 	 
	 
	 	 	 	 	 	 
	Mercedes-Benz USA, LLC

	 	11/05/2003
	 	2003212735-1 
	 	Motor vehicles, parts, and accessories for
which payment has not been received by
Mercedes-Benz USA, LLC, in accordance with the
provisions of the Mercedes-Benz Dealer
Agreements
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	09/25/2008
	 	2008149688-2 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	02/12/2009
	 	2009023157-8 	 	 
	 
	 	 	 	 	 	 
	Vesco Oil Corporation

Note: Additional debtor: Auto-Strasse, Ltd.

	 	04/07/2004
	 	2004070435-5 
	 	Equipment on loan — 4 218-445 Std Oil Reel; 2
224-886 Reel; 6 218-546 Kit; 2 218-548 End
Panel Kit; 2 218-588 Solonoid Kit; 4 3330-008
Solonoid Kit; 500 ft wire; 2 203-523 Mt.
Channel; 460 ft. 5/8” steel tubing; 120 ft 11/2 “
black pipe; 40 Ft Unistrut; 1 P6-12CIT hose 6’
x 3/4
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	10/21/2008
	 	2008162771-6 	 	 
	 
	 	 	 	 	 	 
	Vesco Oil Corporation

	 	05/30/2007
	 	2007085884-9 
	 	Equipment on loan: (1) DW165 tank, 165
gal double wall; (1) G575215A pump, flojet; (1)
1740002S strainer, flojet; (1) A770A30B-PB
hose, flex 1/4” x 30”; (1) 180-685 water bibb;
(1) 110-318 air regulator; (1) 29850 air gauge;
(1) 210 air coupler; (1)








Schedule 7.01 - Page 6









 









	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	P6-6 hose 6’ x 2/8” air
	 
	 	 	 	 	 	 
	Vesco Oil Corporation

	 	03/15/2010
	 	2010034515-4 
	 	Equipment on loan 1 75500 Power Steering Fluid

Service Machine, 1 M75600 SS Cleaner Appl Tool,
1 M74100 Tool, Air Intake System
	 
	 	 	 	 	 	 
	Vesco Oil Corporation

	 	03/17/2010
	 	2010035558-5 
	 	Equipment on loan 1 M75600 SS Cleaner Appl

Tool, 1 M75500 Power Steering Machine, 1 M73010
GM Kit SSAKITGM, 1 RM7805 3 Tube Power Flush
Machine, 1 M98250 Brake Fluid Machine
	 
	 	 	 	 	 	 
	SAI Atlanta B, LLC, f/k/a Sonic-Global Imports, L.P., d/b/a Global Imports BMW, Global Imports MINI
	Georgia Central Filing
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Compass Bank



Amendment: Partial release (copy missing)



Amendment: Continuation

	 	03/26/1999
	 	033-1999-005311 
	 	All present and future accounts and general intangibles purchased by or transferred to
secured party pursuant to that certain agreement between debtor and secured party as now or hereafter in effect, all reserves,
balances, deposits and property at any time to the credit of debtor
with secured party (including all amounts at any time owing to
debtor by secured party in connection with said agreement) or in the possession of secured party
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	03/16/2001
	 	033-2001-003309 	 	 
	 
	 

	 	12/08/2003
	 	033-2003-011919 	 	 
	 
	 

	 	12/19/2008
	 	0332008-12560 	 	 
	 
	 	 	 	 	 	 
	BMW of North America, LLC

	 	09/04/2007
	 	0602007-10773 
	 	A purchase money security interest in all unpaid BMW motor vehicles, including BMW
automobiles, sports activity vehicles/light trucks, motorcycles, MINI vehicles, tools, special tools, equipment, signage, warranty
advances, holdbacks, incentives, warranty credits, parts and accessories, Lifestyle products and gift articles that are
manufactured or sold by Bayerische Motoren Werks AG and/or BMW of North America, LLC and/or bear trademarks of BMW, all accessions
and additions thereto and all proceeds of any of the foregoing, including insurance proceeds, and a security interest in and right of setoff
with respect to all credits and right to payment (e.g. holdbacks, bonuses, incentives, warranty credits and the like) held by BMW, its
subsidiaries and affiliates for the account of debtor, and as 








Schedule 7.01 - Page 7









 








	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	to the foregoing whether now owned or hereafter acquired
	Amendment: Change Debtor name

	 	03/02/2009
	 	0602009-01822 	 	 
	 
	 	 	 	 	 	 
	SAI Broken Arrow C, LLC, f/k/a Speedway Chevrolet, Inc.
	Oklahoma Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	American Tire Distributors, Inc.

	 	06/21/2005
	 	2005007653634 
	 	All inventory or merchandise purchased from
secured party and held for sale or lease or
furnished or to be furnished under contract of
service, and all proceeds of the foregoing, and
all equipment and proceeds thereof including
all additions, accessions or substitutions; all
proceeds
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	02/22/2010
	 	20100222020166230 	 	 
	 
	 	 	 	 	 	 
	SAI Clearwater T, LLC, f/k/a Sonic Automotive-Clearwater, Inc., d/b/a/ Clearwater Toyota, Clearwater Scion
	Florida Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bancorp

	 	07/20/2006
	 	200603215252 
	 	Leased Equipment: Computer equipment
	 
	 	 	 	 	 	 
	US Bancorp

	 	11/29/2006
	 	200604254170 
	 	Leased Equipment: Computer equipment
	 
	 	 	 	 	 	 
	SAI Fort Myers B, LLC, f/k/a Sonic-FM, Inc., d/b/a BMW of Fort Myers
	Florida Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	BMW of North America, LLC

	 	04/05/2002
	 	200200808778 
	 	A purchase money security interest in all unpaid BMW motor vehicles,
including but not limited to BMW automobiles, sports activity
vehicles/light trucks, motorcycles, tools, special tools, equipment,
signage, warranty advances, parts and accessories, Lifestyle products and
gift articles that are manufactured or sold by Bayerische Motoren Werks
AG and/or BMW of North America, LLC and/or bear trademarks of BMW, all
accessions and additions thereto and all proceeds of any of the
foregoing, including insurance proceeds, and a security interest in and
right of setoff with respect to all credits and right to payment (e.g.
holdbacks, bonuses, incentives, warranty credits and the like) held by
BMW, its subsidiaries and affiliates for the account of debtor, and as to
the foregoing whether now owned or hereafter acquired
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	01/29/2007
	 	200704690533 	 	 








Schedule 7.01 - Page 8









 








	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Amendment: Change Debtor information

	 	03/10/2008
	 	200807835615 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	02/27/2009
	 	200900101049 	 	 
	 
	 	 	 	 	 	 
	Amendment: Add collateral

	 	06/01/2010
	 	FP201002611537 
	 	A purchase money security interest in all unpaid BMW motor vehicles,
including but not limited to BMW automobiles, Sports Activity
Vehicles/light trucks, motorcycles, MINI vehicles, tools, special tools,
equipment, signage, warranty advances, holdbacks, incentives, warranty
credits, parts and accessories, Lifestyle products and gift articles that
are manufactured or sold by Bayerische Motoren Werks AG and/or BMW of
North America, LLC and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the foregoing, including
insurance proceeds, and a security interest in and right of setoff with
respect to all credits and rights to payments (e.g. holdbacks, bonuses,
incentives, warranty credits and the like) held by BMW, its subsidiaries
and affiliates for the account of debtor, and as to the foregoing whether
now owned or hereafter acquired
	Amendment: Change Debtor information

	 	08/26/2010
	 	201003111295 	 	 
	 
	 	 	 	 	 	 
	SAI Fort Myers M, LLC, f/k/a Sonic-FM Automotive, LLC, d/b/a Mercedes-Benz of Fort Myers
	Florida Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Mercedes-Benz USA, LLC

	 	02/29/2000
	 	200000050147-6 
	 	Motor vehicles, parts and accessories for which payment has not been
received by Mercedes-Benz USA, Inc. in accordance with the provisions of
the Mercedes-Benz Dealer Agreement
	 
	 	 	 	 	 	 
	Amendment: Change S/P name from Inc. to LLC

	 	02/16/2001
	 	200100036392-5 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	11/19/2004
	 	20040835754X 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	12/21/2006
	 	200604417827 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	02/11/2009
	 	200900014006 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	01/20/2010
	 	20100187531X 	 	 








Schedule 7.01 - Page 9









 








	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	SAI Irondale Imports, LLC, f/k/a Sonic-Williams Imports, Inc., d/b/a Tom Williams Imports, Audi, BMW, Porsche, Land Rover
	Alabama Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	BMW of North America, LLC

	 	02/17/2000
	 	B2000-07123 FS 
	 	A purchase money security interest in all unpaid BMW motor vehicles,
including BMW automobiles, sports activity vehicles/light trucks,
motorcycles, MINI vehicles, tools, special tools, equipment, signage,
warranty advances, holdbacks, incentives, warranty credits, parts and
accessories, Lifestyle products and gift articles that are manufactured
or sold by Bayerische Motoren Werks AG and/or BMW of North America, LLC
and/or bear trademarks of BMW, all accessions and additions thereto and
all proceeds of any of the foregoing, including insurance proceeds, and a
security interest in and right of setoff with respect to all credits and
right to payment (e.g. holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and affiliates for the
account of debtor, and as to the foregoing whether now owned or hereafter
acquired
	 
	 	 	 	 	 	 
	Amendment: Change Debtor address

	 	03/23/2004
	 	B2000-07123AM 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor name to delete d/b/a

	 	

02/01/2005
	 	

B2000-07123AM 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change S/P name from BMW of North America, Inc.

	 	
02/01/2005
	 	

B2000-07123AM 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	02/01/2005
	 	B2000-07123 CS 	 	 
	 
	 	 	 	 	 	 
	Amendment: Restate collateral

	 	01/17/2006
	 	B2000-07123 AM 
	 	A Purchase Money Security Interest in all unpaid BMW motor vehicles,
including but not limited to BMW automobiles, sports activity
vehicles/light trucks, motorcycles, tools, special tools, equipment,
signage, warranty advances, holdbacks, incentives, warranty credits,
parts and accessories, Lifestyle products and gift articles that are
manufactured or sold by Bayerische Motoren Werks AG and/or BMW of North
America LLC (collectively “BMW”) and/or bear trademarks of BMW, all
accessions and additions thereto and all proceeds of any of the
foregoing, including insurance proceeds, and a security interest in and
right to set off with respect to all credits and rights to payments held
by BMW, its subsidiaries and affiliates for the account of debtor, and as
to all of the foregoing whether








Schedule 7.01 - Page 10









 








	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	now owned or hereafter acquired.
	 
	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	04/02/2009
	 	B2000-07123AM 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor address

	 	10/01/2009
	 	B2000-07123AM 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	12/10/2009
	 	B2000-07123CS 	 	 
	 
	 	 	 	 	 	 
	Compass Bank dba Commercial Billing Services

	 	

08/08/2002
	 	

B02-0660244 
	 	

All present and future accounts and general intangibles purchased by or
transferred to secured party pursuant to that certain agreement between
debtor and secured party as now or hereafter in effect, all reserves,
balances, deposits and property at any time to the credit of debtor with
secured party (including all amounts at any time owing to debtor by
secured party in connection with said agreement) or in the possession of
secured party
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	05/07/2007
	 	B02-0660244CS 	 	 
	 
	 	 	 	 	 	 
	Compass Bank dba Commercial Billing Service

	 	

03/31/2009
	 	

B09-7049385 
	 	

All present and future accounts and general intangibles purchased by or
transferred to S/P pursuant to that certain agreement between debtor and
S/P as now or hereafter in effect, all reserves, balances, deposits and
property at any time to the credit of debtor by S/P (including without
limit all amounts at any time owing to debtor by S/P in connection with
said agreement) or in the possession of S/P.
	 
	 	 	 	 	 	 
	SAI Irondale L, LLC, f/k/a Sonic-Williams Motors, LLC, d/b/a Tom Williams Lexus
	Alabama Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Compass Bank dba Commercial Billing Service

	 	
07/26/2002
	 	

B02-0622674 FS 
	 	

All present and future accounts and general intangibles purchased by or
transferred to secured party pursuant to that certain agreement between
debtor and secured party as now or hereafter in effect, all reserves,
balances, deposits and property at any time to the credit of debtor with
secured party (including all amounts at any time owing to debtor by
secured party in connection with said agreement) or in the possession of
secured party
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	04/05/2007
	 	B02-0622674CS 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	04/23/2009
	 	B02-0622674AM 	 	 








Schedule 7.01 - Page 11









 








	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	SAI Long Beach B, Inc., d/b/a Long Beach BMW, Long Beach MINI
	California Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	BMW of North America, LLC

	 	08/13/2007
	 	07-7125294239 
	 	A purchase money security interest in all unpaid BMW motor vehicles, including BMW automobiles,
sports activity vehicles/light trucks, motorcycles, MINI vehicles, tools, special tools, equipment, signage, warranty advances, holdbacks,
incentives, warranty credits, parts and accessories, Lifestyle products and gift articles that are manufactured or sold by Bayerische
Motoren Werks AG and/or BMW of North America, LLC and/or bear trademarks of BMW, all accessions and additions thereto and all proceeds of any of
the foregoing, including insurance proceeds, and a security interest in and right of setoff with respect to all credits and right to
payment (e.g. holdbacks, bonuses, incentives, warranty credits and the like) held by BMW, its subsidiaries and affiliates for the
account of debtor, and as to the foregoing whether now owned or hereafter acquired
	 
	 	 	 	 	 	 
	SAI Monrovia B, Inc., d/b/a BMW of Monrovia, MINI of Monrovia
	California Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	BMW of North America, LLC

	 	07/18/2007
	 	07-7121775916 
	 	A purchase money security interest in all unpaid BMW motor
vehicles, including BMW automobiles, sports activity vehicles/light trucks, motorcycles,
MINI vehicles, tools, special tools, equipment, signage, warranty advances, holdbacks, incentives, warranty
credits, parts and accessories, Lifestyle products and gift articles that are manufactured or sold by Bayerische
Motoren Werks AG and/or BMW of North America, LLC and/or bear trademarks of BMW, all accessions and additions
thereto and all proceeds of any of the foregoing, including insurance proceeds, and a security interest in
and right of setoff with respect to all credits and right to payment (e.g. holdbacks, bonuses, incentives, warranty
credits and the like) held by BMW, its subsidiaries and affiliates for the account of debtor, and as to the
foregoing whether now owned or hereafter acquired.
	 
	 	 	 	 	 	 
	SAI Montgomery B, LLC, f/k/a Sonic Montgomery B, Inc., d/b/a BMW of Montgomery
	Alabama Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	BMW of North America, LLC

	 	06/27/2005
	 	B05-0489290 FS 
	 	A purchase money
security interest in all unpaid BMW motor vehicles, including
BMW automobiles,
sports activity
vehicles/light
trucks, motorcycles,
MINI vehicles,
tools, special
tools, equipment,
signage,








Schedule 7.01 - Page 12









 








	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	warranty advances, holdbacks,
incentives, warranty
credits, parts and
accessories,
Lifestyle products
and gift articles
that are
manufactured or sold
by Bayerische
Motoren Werks AG
and/or BMW of North
America, LLC and/or
bear trademarks of
BMW, all accessions
and additions
thereto and all
proceeds of any of
the foregoing,
including insurance
proceeds, and a
security interest in
and right of setoff
with respect to all
credits and right to
payment (e.g.
holdbacks, bonuses,
incentives, warranty
credits and the
like) held by BMW,
its subsidiaries and
affiliates for the
account of debtor,
and as to the
foregoing whether
now owned or
hereafter acquired
	 
	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	04/02/2009
	 	B05-0489290AM 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	03/10/2010
	 	B05-0489290CS 	 	 
	 
	 	 	 	 	 	 
	SAI Montgomery CH, LLC, f/k/a Capitol Chevrolet and Imports, Inc., d/b/a Capitol Chevrolet, Capitol Hyundai
	Alabama Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Compass Bank

	 	08/19/2002
	 	B02-0691500 FS 
	 	All present and
future accounts and
general intangibles
purchased by or
transferred to
secured party
pursuant to that
certain agreement
between debtor and
secured party as now
or hereafter in
effect, all
reserves, balances,
deposits and
property at any time
to the credit of
debtor with secured
party (including all
amounts at any time
owing to debtor by
secured party in
connection with said
agreement) or in the
possession of
secured party
	 
	 	 	 	 	 	 
	Amendment: Change debtor information

	 	08/15/2005
	 	B02-0691500AM 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	05/07/2007
	 	B02-0691500CS 	 	 
	 
	 	 	 	 	 	 
	SAI Nashville CSH, LLC, f/k/a Sonic-Crest Cadillac, LLC, d/b/a Crest Cadillac, Crest Hummer, Crest Saab
	Tennessee Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Compass Bank dba Commercial Billing Service

	 	

05/13/2002
	 	

102-020599 
	 	

All present and
future accounts and
general intangibles
purchased by or
transferred to
secured party
pursuant to that
certain agreement
between debtor and
secured party as now
or hereafter in
effect, all
reserves, balances,
deposits and
property at any time
to the credit of
debtor with secured
party (including all
amounts at any time
owing to debtor by
secured party in
connection with said
agreement) or in the
possession of
secured party
	 
	 	 	 	 	 	 
	Amendment: Amend amount of maximum
principal indebtedness

	 	

06/01/2002
	 	

302-032546 	 	 








Schedule 7.01 - Page 13









 








	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Amendment: Continuation

	 	02/09/2007
	 	107-006316 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor Name

	 	04/23/2009
	 	309-020596 	 	 
	 
	 	 	 	 	 	 
	Irwin Union Bank and Trust Company

	 	06/29/2001
	 	301-084579 
	 	Contract #40052138LE— Car wash machinery and equipment together with all accessions,
attachments and additions thereto and replacements thereof
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	01/23/2006
	 	206-004296 	 	 
	 
	 	 	 	 	 	 
	SAI Nashville H, LLC, f/k/a Sonic-Crest H, LLC, d/b/a Crest Honda
	Tennessee Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Compass Bank dba Commercial Billing Service

	 	

06/24/2002
	 	

202-036728 
	 	

All present and
future accounts and
general intangibles
purchased by or
transferred to
secured party
pursuant to that
certain agreement
between debtor and
secured party as now
or hereafter in
effect, all
reserves, balances,
deposits and
property at any time
to the credit of
debtor with secured
party (including all
amounts at any time
owing to debtor by
secured party in
connection with said
agreement) or in the
possession of
secured party
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	03/02/2007
	 	307-114168 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	04/23/2009
	 	309-020595 	 	 
	 
	 	 	 	 	 	 
	SAI Nashville M, LLC, f/k/a Sonic Nashville M, LLC, f/k/a Sonic Nashville MB, Inc., d/b/a Mercedes-Benz of Nashville, smart Center of Nashville
	Tennessee Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Mercedes-Benz USA, LLC

	 	04/07/2005
	 	305-020582 
	 	Motor vehicles,
parts, and
accessories for
which payment has
not been received by
Mercedes-Benz USA,
LLC in accordance
with the provisions
of the Mercedes-Benz
Dealer Agreements
	 
	 	 	 	 	 	 
	Amendment: Change Debtor name

	 	02/12/2009
	 	209-007725 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	01/21/2010
	 	210-008425 	 	 








Schedule 7.01 - Page 14









 








	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	SAI Oklahoma City C, LLC, f/k/a Sonic-West Reno Chevrolet, Inc., d/b/a City Chevrolet
	Oklahoma Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	American Tire Distributors, Inc.

	 	07/25/2005
	 	2005009154834 
	 	All inventory or
merchandise
purchased from
secured party and
held for sale or
lease or furnished
or to be furnished
under contract of
service, and all
proceeds of the
foregoing, and all
equipment and
proceeds thereof
including all
additions,
accessions or
substitutions; all
proceeds
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	02/23/2010
	 	20100223020172910 	 	 
	 
	 	 	 	 	 	 
	Morgan Tire LLC

	 	03/23/2009
	 	2009002741227 
	 	All now owned and
hereafter acquired
inventory of S/P,
suppli\d products,
wherever located,
together with all
accounts receivable
and the proceeds
arising from the
sale and other
disposition thereof,
including all
increases,
substitutes,
replacements,
additions, and
accessions thereto
to secure the
indebtedness owed by
Debtor to S/P.
	 
	 	 	 	 	 	 
	SAI Oklahoma City T, LLC, f/k/a Wrangler Investments, Inc., d/b/a Dub Richardson Toyota, Dub Richardson Scion
	Oklahoma Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	American Tire Distributors, Inc.

	 	02/27/2006
	 	2006002320015 
	 	All debtors inventory or merchandise purchased
from Secured Party now or hereafter acquired
and held for sale or lease or furnished or to
be furnished under contract of services, and
all proceeds of the foregoing (all hereinafter
called inventory), and all equipment and
proceeds thereof including any and all
additions, accessions, or substitutions;
proceeds
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	11/24/2010
	 	20101124021165130 	 	 
	 
	 	 	 	 	 	 
	SAI Orlando CS, LLC, f/k/a Sonic-North Cadillac, Inc., d/b/a Massey Cadillac, Massey Saab of Orlando
	Florida Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	The Valvoline Company, a division of Ashland Inc. 09/08/2006 200603608203  Leased Equipment: Fluid pumping equipment







Schedule 7.01 - Page 15









 









	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	SAI Tulsa N, LLC, f/k/a Riverside Nissan, Inc., d/b/a Riverside Nissan
	Oklahoma Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Nissan Motor Acceptance Corporation

	 	12/02/2004
	 	2004014646027 
	 	Signs, together with all related materials,
tools, parts, fittings, supports, fixings,
attachments, illumination, electrical cables,
connections and equipment.
	 
	 	 	 	 	 	 
	Amendment: Change S/P information

	 	10/18/2006
	 	E2006012619229 	 	 
	 
	 	 	 	 	 	 
	Amendment: Change S/P information

	 	04/01/2008
	 	E2008003657132 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	07/16/2009
	 	2009007135330 	 	 
	 
	 	 	 	 	 	 
	SAI Tulsa T, LLC, f/k/a Sonic-Oklahoma T, Inc., d/b/a Riverside Toyota, Riverside Scion
	Oklahoma Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	J.D. Young Leasing, LLC

	 	10/30/2008
	 	E2008012366836 
	 	Leased Equipment: 2 — PHSI Black Water Systems
s/n 0650202857 and 0736207610
	 
	 	 	 	 	 	 
	Sonic Automotive-1720 Mason Ave., DB, Inc.
	Florida Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	American Tire Distributors, Inc.

	 	06/23/2006
	 	200602981172 
	 	All debtors inventory or merchandise purchased
from Secured Party now or hereafter acquired
and held for sale or lease or furnished or to
be furnished under contract of services, and
all proceeds of the foregoing (all hereinafter
called inventory), and all equipment and
proceeds thereof including any and all
additions, accessions, or substitutions;
proceeds
	 
	 	 	 	 	 	 
	Sonic Automotive-1720 Mason Ave., DB, LLC, d/b/a Mercedes-Benz of Daytona Beach
	Florida Secretary of State
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Mercedes-Benz of North America, Inc.

	 	01/04/1999
	 	990000001662-8 
	 	Motor vehicles, parts and accessories for which payment has not been
received by Mercedes-Benz North America, Inc. in accordance with the
provisions of the Mercedes-Benz Deal Agreement
	 
	 	 	 	 	 	 
	Amendment: Change additional debtor d/b/a from Higgenbothem Automobiles 

	 	

06/30/2000
	 	

200000151617-6 	 	 
	 
	 	 	 	 	 	 
	Amendment: Continuation

	 	11/10/2003
	 	200305418988 	 	 









Schedule 7.01 - Page 16











 





	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Amendment: Continuation

	 	09/25/2008
	 	 	200809230362	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic Automotive 2752 Laurens Rd., Greenville, Inc., d/b/a Century BMW, Century MINI

South Carolina Secretary of State
	 
	 	 	 	 	 	 	 	 
	Compass Bank d/b/a Commercial Billing Service

	 	10/01/1998
	 	 	981001-091107A	 	 	All present and future accounts and general
intangibles purchased by or transferred to the
secured party pursuant to that certain agreement
between debtor and secured party as now or
hereafter in effect; all reserves, balances,
deposits and property at any time to the credit
of debtor with secured party (including all
amount oat any time owing to debtor by secured
party in connection with said agreement) or in
the possession of secured party
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/14/2003
	 	 	030714-1246220	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/16/2008
	 	 	080716-0906202	 	 	 
	 
	 	 	 	 	 	 	 	 
	BMW of North America LLC

	 	08/05/2002
	 	 	020805-1140573	 	 	A purchase money security interest in all unpaid
BMW motor vehicles, including BMW automobiles,
sports activity vehicles/light trucks,
motorcycles, MINI vehicles, tools, special tools,
equipment, signage, warranty advances, holdbacks,
incentives, warranty credits, parts and
accessories, Lifestyle products and gift articles
that are manufactured or sold by Bayerische
Motoren Werks AG and/or BMW of North America, LLC
and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the
foregoing, including insurance proceeds, and a
security interest in and right of setoff with
respect to all credits and right to payment (e.g.
holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and
affiliates for the account of debtor, and as to
the foregoing whether now owned or hereafter
acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Delete debtor d/b/a

	 	10/27/2005
	 	 	051027-1204584	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	05/22/2007
	 	 	070522-1229389	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	08/19/2009
	 	 	090819-1248279	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic Automotive 5260 Peachtree Industrial Blvd., LLC, d/b/a Dyer and Dyer Volvo, Volvo at Gwinnett Place

Georgia Secretary of State






Schedule 7.01 - Page 17









 






	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Compass Bank

	 	10/01/1987
	 	 	87-9976	 	 	All present and future accounts and general
intangibles purchased by or transferred to
secured party pursuant to that certain agreement
between debtor and secured party as now or
hereafter in effect, all reserves, balances,
deposits and property at any time to the credit
of debtor with secured party (including all
amounts at any time owing to debtor by secured
party in connection with said agreement) or in
the possession of secured party
	 
	 	 	 	 	 	 	 	 
	Amendment: Change S/P from Central Bank of

	 		 	 		 	 	 
	the South dba Commercial Billing Service
	 	07/29/1997
	 	 	044-1997-007559	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/29/1997
	 	 	044-1997-007560	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor name to Sonic

	 		 	 		 	 	 
	Automotive, Inc. from Dyer & Dyer Inc.
	 	05/20/1998
	 	 	044-1998-005201	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Add additional Debtor address

	 	09/29/1999
	 	 	044-1999-008249	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Add additional Debtor address

	 	03/03/2000
	 	 	044-2000-002232	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor name from Sonic

	 		 	 		 	 	 
	Automotive
	 	08/20/2001
	 	 	044-2001-006054	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/18/2002
	 	 	044-2002-003612	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/06/2007
	 	 	044200702639	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic Automotive-9103 E. Independence, NC, LLC, d/b/a Infiniti of Charlotte

North Carolina Secretary of State
	 
	 	 	 	 	 	 	 	 
	Infiniti Financial Services, a division of
Nissan Motor Acceptance Corporation

	 	
12/04/2007
	 	 	
20070113213A	 	 	

Leased Equipment: Signs, together with all
related materials, tools, parts, fittings,
supports, fixings, attachments, illumination,
electrical cables, connections and equipment, and
concrete foundations.
	 
	 	 	 	 	 	 	 	 
	Sonic Automotive of Chattanooga, LLC, d/b/a BMW of Chattanooga

Tennessee Secretary of State
	 
	 	 	 	 	 	 	 	 
	BMW of North America, LLC

	 	10/28/2002
	 	 	302-060389	 	 	A purchase money security interest in all unpaid

BMW motor vehicles, including BMW automobiles,

sports activity vehicles/light trucks,






Schedule 7.01 - Page 18









 






	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	 	 	motorcycles, MINI vehicles, tools, special tools,
equipment, signage, warranty advances, holdbacks,
incentives, warranty credits, parts and
accessories, Lifestyle products and gift articles
that are manufactured or sold by Bayerische
Motoren Werks AG and/or BMW of North America, LLC
and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the
foregoing, including insurance proceeds, and a
security interest in and right of setoff with
respect to all credits and right to payment (e.g.
holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and
affiliates for the account of debtor, and as to
the foregoing whether now owned or hereafter
acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	11/21/2006
	 	 	206-073733	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/24/2007
	 	 	107-039829	 	 	 
	 
	Sonic Automotive of Nashville, LLC, d/b/a BMW of Nashville, MINI of Nashville, Sonic Automotive Body Shop

Tennessee Secretary of State
	 
	 	 	 	 	 	 	 	 
	Compass Bank dba Commercial Billing Service

	 	10/12/1998
	 	 	982-085571	 	 	All present and future accounts and general
intangibles purchased by or transferred to the
secured party pursuant to that certain agreement
between debtor and secured party as now or
hereafter in effect; all reserves, balances,
deposits and property at any time to the credit
of debtor with secured party (including all
amount oat any time owing to debtor by secured
party in connection with said agreement) or in
the possession of secured party
	 
	 	 	 	 	 	 	 	 
	Amendment: Add Debtor address

	 	03/26/1999
	 	 	993-016437	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/08/2003
	 	 	103-029596	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/16/2008
	 	 	208-035771	 	 	 
	 
	 	 	 	 	 	 	 	 
	BMW of North America, LLC

	 	10/28/2002
	 	 	302-060387	 	 	A purchase money security interest in all unpaid
BMW motor vehicles, including BMW automobiles,
sports activity vehicles/light trucks,
motorcycles, MINI vehicles, tools, special tools,
equipment, signage, warranty advances, holdbacks,
incentives, warranty credits, parts and
accessories, Lifestyle products and gift articles
that are manufactured or sold by Bayerische
Motoren Werks AG and/or BMW of North America, LLC
and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the
foregoing, including insurance proceeds, and a
security interest in and right of setoff with
respect to all credits and right to






Schedule 7.01 - Page 19









 






	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	 	 	payment (e.g.
holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and
affiliates for the account of debtor, and as to
the foregoing whether now owned or hereafter
acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/23/2007
	 	 	107-039469	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	08/20/2010
	 	 	110-036064	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic Automotive of Texas, L.P., d/b/a Lone Star Ford

Texas Secretary of State
	 
	 	 	 	 	 	 	 	 
	Danka Financial Services

	 	09/26/2001
	 	 	02-0004414813	 	 	Leased copier
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	09/19/2006
	 	 	06-0031256	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic-2185 Chapman Rd., Chattanooga, LLC, d/b/a Economy Honda Cars, Economy Honda Superstore

Tennessee Secretary of State
	 
	 	 	 	 	 	 	 	 
	Compass Bank dba Commercial Billing Service

	 	08/30/2001
	 	 	301-095978	 	 	All present and future accounts and general
intangibles purchased by or transferred to
secured party pursuant to that certain agreement
between debtor and secured party as now or
hereafter in effect, all reserves, balances,
deposits and property at any time to the credit
of debtor with secured party (including all
amounts at any time owing to debtor by secured
party in connection with said agreement) or in
the possession of secured party
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	05/03/2006
	 	 	306-125297	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic-Calabasas A, Inc., d/b/a Acura 101 West

California Secretary of State
	 
	 	 	 	 	 	 	 	 
	US Bancorp

	 	02/20/2007
	 	 	07-7103274091	 	 	Leased Equipment: Optiplex 74519 ELO Flat Panel

monitor desking module
	 
	 	 	 	 	 	 	 	 
	US Bancorp

	 	02/19/2008
	 	 	08-7147676470	 	 	2 Optiplex 745; 2 15” flat panel; 1 network seat,
custom SW desking module
	 
	 	 	 	 	 	 	 	 
	Sonic-Calabasas M, Inc., d/b/a Mercedes-Benz of Calabasas






Schedule 7.01 - Page 20









 






	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	California Secretary of State
	 	 	 	 	 	 	 	 
	Mercedes-Benz USA, LLC

	 	07/31/2007
	 	 	07-7124004691	 	 	New motor vehicles, parts and accessories for
which payment has not been received by
Mercedes-Benz USA LLC, in accordance with the
provisions of the Mercedes-Benz Dealer Agreements
	 
	 	 	 	 	 	 	 	 
	Sonic-Camp Ford, L.P.

Texas Secretary of State
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Dept. of Treasury — IRS

	 	06/12/2006
	 	 	06-0020027289	 	 	Federal tax lien in the amount of $11,165.91
	 
	 	 	 	 	 	 	 	 
	Sonic-Capitol Cadillac, Inc., d/b/a Capitol Cadillac, Capitol Hummer

Michigan Secretary of State
	 
	 	 	 	 	 	 	 	 
	Vesco Oil Corporation

	 	04/19/2006
	 	 	2006070892-7	 	 	Fluid pumping equipment
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	11/10/2010
	 	 	2010150472-3	 	 	 
	 
	 	 	 	 	 	 	 	 
	Vesco Oil Corporation

	 	06/10/2009
	 	 	2009085838-6	 	 	Equipment on loan — 1 RM74900 Refurb 74000 machine
	 
	 	 	 	 	 	 	 	 
	Vesco Oil Corporation

	 	06/26/2009
	 	 	2009095738-6	 	 	Equipment on loan — 2 WO401 Enviropurge Adapter
IT; 2 W31501 S-Tool; 2 RM4000 Enviropurge unit; 1
M75500 machine power steering
	 
	 	 	 	 	 	 	 	 
	Sonic-Carson F, Inc., d/b/a Don Kott Ford

California Secretary of State
	 
	 	 	 	 	 	 	 	 
	General Electric Capital Corporation

	 	09/11/2002
	 	 	0225460680	 	 	Leased computer system
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	04/26/2007
	 	 	07-71117202	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic-Carson LM, Inc., d/b/a Don Kott Lincoln Mercury

California Secretary of State
	 
	 	 	 	 	 	 	 	 
	Ford Motor Company

	 	05/09/2002
	 	 	0213060440	 	 	New, used and demonstrator motor vehicles,
tractors, trailers, semi-trailers and truck and
camper bodies, and other goods which are
inventory or equipment on or held for lease,
rental or sale, together with goods with






Schedule 7.01 - Page 21









 






	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	 	 	manufacturer’s certificates and certificates of
title or ownership on or held for lease, rental
or sale, and all accessions thereto, pursuant to
a Rent-A-Car System and Lease Agreement between
secured party and debtor; manufacturer’s
certificates and certificates of title, ownership
or origin and all accessories and replacement
parts of any of the above; all accounts,
instruments, chattel paper, lease rentals,
contract rights, documents, general intangibles
and supporting obligations
	 
	 	 	 	 	 	 	 	 
	Amendment: Change S/P address

	 	09/12/2005
	 	 	05-70410070	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	01/04/2007
	 	 	07-70975818	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic-Fort Worth T, L.P., d/b/a Toyota of Fort Worth, Scion of Fort Worth

Texas Secretary of State
	 
	 	 	 	 	 	 	 	 
	Ervin Leasing Company

	 	10/08/2007
	 	 	07-0034473311	 	 	Leased Equipment: Mobile Mini 8x20 open bay

security office 2007 model s/n JS20U4W0143
	 
	 	 	 	 	 	 	 	 
	Sonic-Frank Parra Autoplex, L.P., d/b/a Frank Parra Chevrolet, Frank Parra Chrysler Jeep, Frank Parra Chrysler Jeep Dodge

Texas Secretary of State
	 
	 	 	 	 	 	 	 	 
	Wynns, a division of Illinois Tool Works, Inc.

	 	09/07/2010
	 	 	10-0025914840	 	 	Enviropurge with sight glass, Enviropurge tool
adapter kit [collateral attributable to Frank
Parra CJ]
	 
	 	 	 	 	 	 	 	 
	Sonic-Lloyd Nissan, Inc., d/b/a Lloyd Nissan, Lloyd Automotive

Florida Secretary of State
	 
	 	 	 	 	 	 	 	 
	Nissan Motor Acceptance Corporation

	 	03/04/2004
	 	 	200406349035	 	 	Signs, together with all related materials,
tools, parts, fittings, supports, fixings,
attachments, illumination, electrical cables,
connections and equipment, and concrete
foundations
	 
	 	 	 	 	 	 	 	 
	Amendment: Change S/P information

	 	11/14/2006
	 	 	200604141589	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change S/P information

	 	01/09/2008
	 	 	200807387140	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	10/07/2008
	 	 	200809311389	 	 	 






Schedule 7.01 - Page 22









 






	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Sonic-Manhattan Fairfax, Inc., d/b/a BMW of Fairfax

Virginia Secretary of State
	 
	 	 	 	 	 	 	 	 
	BMW of North America, LLC

	 	09/27/1999
	 	 	990927-7803	 	 	All unpaid BMW Motor Vehicles, including BMW
automobiles and motorcycles, warranty advances,
holdbacks, incentives, warranty credits, parts
and accessories that are manufactured or sold by
Bayerische Motoren Werks AG and/or BMW of North
America, Inc. and or bear trademarks of BMW, all
accessions and additions thereto and all proceeds
of any of the foregoing whether now owned or
hereafter acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	07/09/2004
	 	 	040709-7310-4	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change S/P name from Inc. to LLC

	 	07/14/2005
	 	 	050714-7028-8	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Delete d/b/a as additional debtor

	 	07/14/2005
	 	 	050714-7026-4	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Restate collateral

	 	12/28/2005
	 	 	051228-7173-5	 	 	A purchase money security interest in all unpaid
BMW motor vehicles, including BMW automobiles,
sports activity vehicles/light trucks,
motorcycles, MINI vehicles, tools, special tools,
equipment, signage, warranty advances, holdbacks,
incentives, warranty credits, parts and
accessories, Lifestyle products and gift articles
that are manufactured or sold by Bayerische
Motoren Werks AG and/or BMW of North America, LLC
and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the
foregoing, including insurance proceeds, and a
security interest in and right of setoff with
respect to all credits and right to payment (e.g.
holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and
affiliates for the account of debtor, and as to
the foregoing whether now owned or hereafter
acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	01/25/2007
	 	 	070125-7270-6	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	09/22/2008
	 	 	080922-7434-6	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	06/08/2009
	 	 	090608-7646-5	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic Momentum B, L.P., d/b/a Momentum BMW, Momentum MINI, Momentum Collision Center

Texas Secretary of State
	 
	 	 	 	 	 	 	 	 
	BMW of North America, LLC

	 	09/24/2004
	 	 	04-0082933655	 	 	A purchase money security interest in all unpaid

BMW motor vehicles,






Schedule 7.01 - Page 23









 






	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	 	 	including BMW automobiles,
sports activity vehicles/light trucks,
motorcycles, MINI vehicles, tools, special tools,
equipment, signage, warranty advances, holdbacks,
incentives, warranty credits, parts and
accessories, Lifestyle products and gift articles
that are manufactured or sold by Bayerische
Motoren Werks AG and/or BMW of North America, LLC
and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the
foregoing, including insurance proceeds, and a
security interest in and right of setoff with
respect to all credits and right to payment (e.g.
holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and
affiliates for the account of debtor, and as to
the foregoing whether now owned or hereafter
acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	04/20/2009
	 	 	09-00112142	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic-Newsome of Florence, Inc., d/b/a Newsome Automotive (Mercedes), Imports of Florence (BMW), Newsome Chevrolet, Capitol Chevrolet of Florence

South Carolina Secretary of State
	 
	 	 	 	 	 	 	 	 
	BMW of North America, LLC

	 	03/29/2000
	 	 	000329-101319A	 	 	A purchase money security interest in all unpaid
BMW motor vehicles, including BMW automobiles,
sports activity vehicles/light trucks,
motorcycles, MINI vehicles, tools, special tools,
equipment, signage, warranty advances, holdbacks,
incentives, warranty credits, parts and
accessories, Lifestyle products and gift articles
that are manufactured or sold by Bayerische
Motoren Werks AG and/or BMW of North America, LLC
and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the
foregoing, including insurance proceeds, and a
security interest in and right of setoff with
respect to all credits and right to payment (e.g.
holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and
affiliates for the account of debtor, and as to
the foregoing whether now owned or hereafter
acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Delete Debtor d/b/a Imports of

	 	03/18/2005
	 	 	050318-1140292	 	 	 
	Florence
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change S/P name from Inc. to LLC

	 	03/18/2005
	 	 	050318-1141077	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	03/18/2005
	 	 	050318-1142012	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Restate collateral

	 	01/17/2006
	 	 	060117-1205163	 	 	A Purchase Money Security Interest in all unpaid
BMW motor vehicles, including but not limited to
BMW automobiles, sports activity vehicles/light






Schedule 7.01 - Page 24









 






	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	 	 	trucks, motorcycles, tools, special tools,
equipment, signage, warranty advances, holdbacks,
incentives, warranty credits, parts and
accessories, Lifestyle products and gift articles
that are manufactured or sold by Bayerische
Motoren Werks AG and/or BMW of North America LLC
(collectively “BMW”) and/or bear trademarks of
BMW, all accessions and additions thereto and all
proceeds of any of the foregoing, including
insurance proceeds, and a security interest in
and right to set off with respect to all credits
and rights to payments held by BMW, its
subsidiaries and affiliates for the account of
debtor, and as to all of the foregoing whether
now owned or hereafter acquired.
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	12/04/2009
	 	 	091204-1413100	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	06/02/2010
	 	 	100602-0823389	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mercedes-Benz USA, LLC

	 	02/23/2001
	 	 	010223-134301A	 	 	Motor vehicles, parts and accessories for which
payment has not been received by Mercedes-Benz
USA, LLC in accordance with the provisions of the
Mercedes-Benz Retailer Agreement
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	02/15/2006
	 	 	060215-1348517	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	01/19/2011
	 	 	110119-1456052	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic-Plymouth Cadillac, Inc., d/b/a Don Massey Cadillac

Michigan Secretary of State
	 
	 	 	 	 	 	 	 	 
	Vesco Oil Corporation

	 	06/30/2004
	 	 	2004132905-7	 	 	Equipment on loan: 1 SP Tank custom sized .5;
1 PC275 gallon tank; 120 ft. 5/8” steel tubing; 2
P6-6 H hose 6’x3/8” air; 2 P6-6 hose 6’x3/8” air;
10 6C2ATRL 3/8” gates
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	01/06/2009
	 	 	2009002019-1	 	 	 
	 
	 	 	 	 	 	 	 	 
	Vesco Oil Corporation

	 	08/31/2010
	 	 	2010116704-4	 	 	Equipment on Loan 1 M94850 Trans Machine

w/Adapter, 1 M75500 Power Steering Machine
	 
	 	 	 	 	 	 	 	 
	Sonic Santa Monica M, Inc., d/b/a W.I. Simonson

California Secretary of State
	 
	 	 	 	 	 	 	 	 
	Mercedes-Benz USA, LLC

	 	06/02/2005
	 	 	05-7029278010	 	 	Motor vehicles, parts and accessories for which
payment has not been received by Mercedes-Benz
USA, LLC in accordance with the provisions of






Schedule 7.01 - Page 25









 






	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	 	 	the Mercedes-Benz Dealer Agreement.
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	04/16/2010
	 	 	1072291571	 	 	 
	 
	 	 	 	 	 	 	 	 
	State of California, Employment Development

Department

	 	04/27/2010
	 	 	10-7230009789	 	 	State tax lien in the amount of $3,745.62 for the
period 10/01/06 – 12/31/06
	 
	 	 	 	 	 	 	 	 
	Sonic-Santa Monica S, Inc., d/b/a Santa Monica Subaru

California Secretary of State
	 
	 	 	 	 	 	 	 	 
	Reyna Capital Corporation

	 	12/14/2006
	 	 	06-7095551785	 	 	Leased Equipment: Computer equipment and software
	 
	 	 	 	 	 	 	 	 
	Sonic-Stevens Creek B, Inc., f/k/a Don Lucas International, Inc., d/b/a Stevens Creek BMW

California Secretary of State
	 
	 	 	 	 	 	 	 	 
	BMW of North America, Inc.

	 	01/31/2000
	 	 	0003360313	 	 	A purchase money security interest in all unpaid
BMW motor vehicles, including BMW automobiles,
sports activity vehicles/light trucks,
motorcycles, MINI vehicles, tools, special tools,
equipment, signage, warranty advances, holdbacks,
incentives, warranty credits, parts and
accessories, Lifestyle products and gift articles
that are manufactured or sold by Bayerische
Motoren Werks AG and/or BMW of North America, LLC
and/or bear trademarks of BMW, all accessions and
additions thereto and all proceeds of any of the
foregoing, including insurance proceeds, and a
security interest in and right of setoff with
respect to all credits and right to payment (e.g.
holdbacks, bonuses, incentives, warranty credits
and the like) held by BMW, its subsidiaries and
affiliates for the account of debtor, and as to
the foregoing whether now owned or hereafter
acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor address

	 	01/30/2001
	 	 	01031C0242	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	11/23/2004
	 	 	04-70065566	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor name from f/k/a

	 	11/23/2004
	 	 	04-70065565	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor address

	 	03/07/2005
	 	 	05-70182663	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change S/P address

	 	05/10/2005
	 	 	05-70282350	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Restate collateral

	 	05/10/2005
	 	 	05-70262352	 	 	A Purchase Money Security Interest in all unpaid
BMW motor vehicles, including but not limited to
BMW automobiles, sports activity vehicles/light






Schedule 7.01 - Page 26









 






	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	 

	 	 	 	 	 	 	 	trucks, motorcycles, tools, special tools,
equipment, signage, warranty advances, holdbacks,
incentives, warranty credits, parts and
accessories, Lifestyle products and gift articles
that are manufactured or sold by Bayerische
Motoren Werks AG and/or BMW of North America LLC
(collectively “BMW”) and/or bear trademarks of
BMW, all accessions and additions thereto and all
proceeds of any of the foregoing, including
insurance proceeds, and a security interest in
and right to set off with respect to all credits
and rights to payments held by BMW, its
subsidiaries and affiliates for the account of
debtor, and as to all of the foregoing whether
now owned or hereafter acquired
	 
	 	 	 	 	 	 	 	 
	Amendment: Delete Debtor d/b/a

	 	12/01/2005
	 	 	05-70503928	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Change Debtor information

	 	02/26/2009
	 	 	09-71889092	 	 	 
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	12/22/2009
	 	 	09-72177363	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic Tysons Corner Infiniti, Inc., d/b/a Infiniti of Tysons Corner

Virginia State Corporation Commission
	 
	 	 	 	 	 	 	 	 
	Infiniti Financial Services, a division of
Nissan Motor Acceptance Corporation

	 	

05/20/2008
	 	 	

080520-7396-2	 	 	

Signs, together with all related materials,
tools, parts, fittings, supports, footings,
attachments, documentation, electrical cables,
connections and equipment, and concrete
foundations
	 
	 	 	 	 	 	 	 	 
	Sonic Walnut Creek M, Inc., f/k/a Sonic-Dublin M, Inc., d/b/a Mercedes-Benz of Walnut Creek

California Secretary of State
	 
	 	 	 	 	 	 	 	 
	Mercedes-Benz USA, LLC

	 	03/16/2006
	 	 	06-7062844976	 	 	Motor vehicles, parts and accessories for which
payment has not been received by Mercedes-Benz
USA LLC, in accordance with the provisions of the
Mercedes-Benz Dealer Agreements
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	01/18/2011
	 	 	11-72579286	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sonic-West Covina T., Inc., d/b/a West Covina Toyota, West Covina Scion

California Secretary of State
	 
	 	 	 	 	 	 	 	 
	Lakeland Bank Equipment Leasing Division

	 	07/26/2007
	 	 	07-7123514020	 	 	Leased Equipment: Market Scan System
	 
	 	 	 	 	 	 	 	 
	Sonic-Williams Cadillac, Inc., d/b/a Tom Williams Cadillac
Alabama Secretary of State






Schedule 7.01 - Page 27









 






	 	 	 	 	 	 	 	 	 
	Secured Party	 	File Date	 	File Number	 	Collateral
	Compass Bank dba Commercial Billing Services

	 	08/08/2002
	 	B02-0660273FS
	 	All present and future accounts and general
intangibles purchased by or transferred to
secured party pursuant to that certain agreement
between debtor and secured party as now or
hereafter in effect, all reserves, balances,
deposits and property at any time to the credit
of debtor with secured party (including all
amounts at any time owing to debtor by secured
party in connection with said agreement) or in
the possession of secured party
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	05/07/2007
	 	B02-0660273CS
	 	 
	 
	 	 	 	 	 	 	 	 
	Town and Country Ford, Incorporated
North Carolina Secretary of State
	 
	 	 	 	 	 	 	 	 
	American Express Business Finance Corporation

	 	03/18/2002
	 	 	20020032486H	 	 	Leased equipment
	 
	 	 	 	 	 	 	 	 
	Amendment: Continuation

	 	03/13/2007
	 	 	20070024866G	 	 	 







Schedule 7.01 - Page 28











 





SCHEDULE 7.03




EXISTING INDEBTEDNESS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Original	 	Principal	 	 
	 	 	 	 	Principal	 	Balance	 	Maturity
	Description	 	Creditor	 	Balance	 	As of 5/31/11	 	Date
	Advantage Lease Holdings*
	 	iStar Financial	 	$8,213,445	 	$4,727,068	 	09/01/2016
	Richmond Lease Holdings*
	 	iStar Financial	 	$5,622,157	 	$3,017,419	 	11/01/2015
	Momentum Lease Holdings*
	 	iStar Financial	 	$12,735,033	 	$6,900,982	 	12/01/2015
	Capital Lease — Concord Toyota Facility
	 	1090 Concord
 Associates, LLC	 	$6,514,841	 	$5,671,189	 	12/01/2025








 




			
	*	 	Indicates indebtedness constituting “Falcon Indebtedness”





Schedule 7.03 — Page 1




 









 





SCHEDULE 10.02




ADMINISTRATIVE AGENT’S OFFICE;

CERTAIN ADDRESSES FOR NOTICES




BORROWER AND

EACH NEW VEHICLE BORROWER:




Sonic Automotive, Inc.

6415 Idlewild Road, Suite 109

Charlotte, North Carolina 28212

Attention: Stephen K. Coss and Greg Young

Telephone: 704-566-2420 and 704-566-2489

Facsimile: 704-927-3412 and 704-566-2480

Email: steve.coss@sonicautomotive.com and greg.young@sonicautomotive.com

Website Address: www.sonicautomotive.com 

U.S. Taxpayer ID Number: 56-2010790




ADMINISTRATIVE AGENT:



For Payments and Requests for Credit Extensions:




Bank of America, N.A.

101 North Tryon Street

Mail Code: NC1-001-04-39

Charlotte, North Carolina 28255

Attention: Jelani S. Ford

Telephone: 980-386-7637

Facsimile:    704-719-8266

Email: jelani.s.ford@bankofamerica.com




Wire Instructions:




Bank of America, N. A.

New York, New York

ABA Number: 026009593

Account Name: Bank of America Credit Services

Account Number: 136-621-225-0600

Reference: Sonic Automotive, Inc.




Schedule 10.02 — Page 1




 









 





For Credit Related Matters:




Bank of America, N.A.

100 N. Westshore Boulevard

Mail Code: FL2-399-02-05

Tampa, Florida 33609

Attention: Kenneth W. Winston

Telephone: 813-384-3638

Facsimile:    800-851-6341

Email: kenneth.winston@baml.com




with copy to:




Bank of America, N.A.

800 Hingham Street

Mail Code: MA1-600-01-01

Rockland, Massachusetts 02370

Attention: M. Patricia Kay

Telephone: 781-878-2109

Facsimile: 781-878-1136

Email: patty.kay@baml.com




Other Notices/Deliveries to Administrative Agent:




Bank of America, N.A.

231 South LaSalle Street

Mail Code: IL1-231-10-41

Chicago, Illinois 60604

Attention: Anne M. Zeschke

Telephone: 312-828-4900

Facsimile: 877-206-1771

Email: anne.m.zeschke@bankofamerica.com




NEW VEHICLE SWING LINE LENDER:



BANK OF AMERICA, N.A.




101 North Tryon Street

Mail Code: NC1-001-04-39

Charlotte, North Carolina 28255

Attention: Jelani S. Ford

Telephone: 980-386-7637

Facsimile: 704-719-8266

Email: jelani.s.ford@bankofamerica.com




Schedule 10.02 — Page 2







 









 








USED VEHICLE SWING LINE LENDER:




BANK OF AMERICA, N.A.

101 North Tryon Street

Mail Code: NC1-001-04-39

Charlotte, North Carolina 28255

Attention: Jelani S. Ford

Telephone: 980-386-7637

Facsimile: 704-719-8266

Email: jelani.s.ford@bankofamerica.com




Schedule 10.02 — Page 3




 









 





EXHIBIT A-1




FORM OF NEW VEHICLE FLOORPLAN

COMMITTED LOAN NOTICE




Date: ___________, _____



To: Bank of America, N.A., as Administrative Agent



Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Syndicated New and Used Vehicle
Floorplan 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 Sonic Automotive, Inc., a Delaware
corporation (the “Company”), certain Subsidiaries of the Company from time to time party
thereto (each a “New Vehicle Borrower”), the Lenders from time to time party thereto, Bank
of America, N.A., as Administrative Agent, New Vehicle Swing Line Lender, and Used Vehicle Swing
Line Lender, and Bank of America, N.A., as Revolving Administrative Agent (in the capacity of
collateral agent for the Secured Parties).



     The undersigned hereby requests (select one):




	 	o	 	A Borrowing of New Vehicle Floorplan Committed Loans
	 
	 	o	 	A conversion of New Vehicle Floorplan Committed Loans
	 
	 	1.	 	For ________________________, the applicable New Vehicle Borrower.
	 
	 	2.	 	On _________________________ (a Business Day).
	 
	 	3.	 	In the amount of $______________.
	 
	 	4.	 	Comprised of __________________________________________________.

                        [Type of New Vehicle Floorplan Committed Loan requested]





     The Committed Borrowing, if any, requested herein complies with the provisos to the first
sentence of Section 2.01 of the Credit Agreement.



	 	 	 	 	 	 	 

	 	 	SONIC AUTOMOTIVE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






A-1

Form of New Vehicle Floorplan Committed Loan Notice







 









 








EXHIBIT A-2




FORM OF USED VEHICLE FLOORPLAN

COMMITTED LOAN NOTICE




Date: ___________, _____



To: Bank of America, N.A., as Administrative Agent



Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Syndicated New and Used Vehicle
Floorplan 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 Sonic Automotive, Inc., a Delaware
corporation (the “Company”), certain Subsidiaries of the Company from time to time party
thereto, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative
Agent, New Vehicle Swing Line Lender, and Used Vehicle Swing Line Lender, and Bank of America,
N.A., as Revolving Administrative Agent (in the capacity of collateral agent for the Secured
Parties).



     The undersigned hereby requests (select one):




	 	o	 	A Used Vehicle Floorplan Committed Borrowing
	 
	 	o	 	A conversion of Used Vehicle Floorplan Committed Loans
	 
	 	1.	 	On _________________________ (a Business Day).
	 
	 	2.	 	In the amount of $______________.
	 
	 	3.	 	Comprised of __________________________________________________.

                         [Type of Used Vehicle Floorplan Committed Loan requested]





     The Used Vehicle Floorplan Committed Borrowing, if any, requested herein complies with the
provisos to the first sentence of Section 2.06 of the Credit Agreement.



	 	 	 	 	 	 	 

	 	 	SONIC AUTOMOTIVE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






A-2-1

Form of Used Vehicle Floorplan Committed Loan Notice









 









 








EXHIBIT B-1(a)




FORM OF NEW VEHICLE FLOORPLAN SWING LINE LOAN NOTICE (BORROWING)




LOW DOC ADVANCE FORM — NEW CARS



	 	 	 	 	 

	To:

	 	Bank of America, N.A., as New Vehicle Swing Line Lender
	 	Fax Page #____of____
	 

	 	Floor Plan Operations	 	 
	 

	 	Fax: (800) 766-8238	 	 





Reference is made to that certain Amended and Restated Syndicated New and Used Vehicle
Floorplan 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 Sonic Automotive, Inc., a Delaware
corporation (the “Company”), certain Subsidiaries of the Company from time to time party thereto
(each a “New Vehicle Borrower”), the Lenders from time to time party thereto, Bank of America,
N.A., as Administrative Agent, New Vehicle Swing Line Lender, and Used Vehicle Swing Line
Lender, and Bank of America, N.A., as Revolving Administrative Agent (in the capacity of
collateral agent for the Secured Parties).




			
	 	 	 
	Dealership Name:                                                            
	 	Dealer #:                                                            






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	#	 	Class#	 	Œ 

Franchise#	 	Vehicle ID #	 	Year	 	Make/Model	 	Stock #	 	Floorplan Amount
	1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Total:	 	 






Class #001-New; Franchise #




One checking account credit will be processed for the total dollar amount indicated.




Dealership Authorized Signature: _____________________________ Date: ______________________




Contact Name: ____________________ Phone#: ___________________________ Fax#:______________________




B-1(a)-1

Form of Used Vehicle Floorplan Committed Loan Notice






 









 








EXHIBIT B-1(b)




FORM OF NEW VEHICLE FLOORPLAN

SWING LINE LOAN NOTICE (CONVERSION)




Date: ___________, _____





			
	To:	 	Bank of America, N.A., as New Vehicle Swing Line Lender

Bank of America, N.A., as Administrative Agent




Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Syndicated New and Used Vehicle
Floorplan 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 Sonic Automotive, Inc., a Delaware
corporation (the “Company”), certain Subsidiaries of the Company from time to time party
thereto (each a “New Vehicle Borrower”), the Lenders from time to time party thereto, Bank
of America, N.A., as Administrative Agent, New Vehicle Swing Line Lender, and Used Vehicle Swing
Line Lender, and Bank of America, N.A., as Revolving Administrative Agent (in the capacity of
collateral agent for the Secured Parties).



     The undersigned hereby requests (select one):




	 	o	 	A conversion of New Vehicle Floorplan Swing Line Loans
	 
	 	1.	 	For ________________________, the applicable New Vehicle Borrower.
	 
	 	2.	 	On _________________________ (a Business Day).
	 
	 	3.	 	In the amount of $______________.
	 
	 	4.	 	Comprised of ___________________________________________________.

                         [Type of New Vehicle Floorplan Swing Line Loan requested]





	 	 	 	 	 	 	 

	 	 	SONIC AUTOMOTIVE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






B-1(b)-1

Form of New Vehicle Floorplan Swing Line Loan Notice (Conversion)




 









 





EXHIBIT B-2




FORM OF USED VEHICLE FLOORPLAN

SWING LINE LOAN NOTICE




Date: ___________, _____



To: Bank of America, N.A., as Administrative Agent



Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Syndicated New and Used Vehicle
Floorplan 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 Sonic Automotive, Inc., a Delaware
corporation (the “Company”), certain Subsidiaries of the Company from time to time party
thereto, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative
Agent, New Vehicle Swing Line Lender, and Used Vehicle Swing Line Lender, and Bank of America,
N.A., as Revolving Administrative Agent (in the capacity of collateral agent for the Secured
Parties).



     The undersigned hereby requests (select one):




	 	o	 	A Used Vehicle Floorplan Committed Borrowing
	 
	 	o	 	A conversion of Used Vehicle Floorplan Committed Loans
	 
	 	1.	 	On _________________________ (a Business Day).
	 
	 	2.	 	In the amount of $______________.
	 
	 	3.	 	Comprised of ___________________________________________________.

                         [Type of Used Vehicle Floorplan Committed Loan requested]





     The Used Vehicle Floorplan Swing Line Borrowing, if any, requested herein complies with the
provisos to the first sentence of Section 2.08(a) of the Credit Agreement.



	 	 	 	 	 	 	 

	 	 	SONIC AUTOMOTIVE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






B-2-1

Form of Used Vehicle Floorplan Swing Line Loan Notice




 









 





EXHIBIT C




FORM OF NOTE




_______________




     FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively the
“Borrowers”) hereby promises, jointly and severally, to pay to _____________________ or
registered assigns (the “Lender”), in accordance with the provisions of the Credit
Agreement (as hereinafter defined), the principal amount of each New Vehicle Floorplan Loan from
time to time made by the Lender to Sonic Automotive, Inc. (the “Company”) or any New
Vehicle Borrower under the Credit Agreement and the principal amount of each Used Vehicle Floorplan
Loan from time to time made by the Lender to the Company under that certain Amended and Restated
Syndicated New and Used Vehicle Floorplan 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, certain Subsidiaries of the Company from time to time party thereto, the Lenders from
time to time party thereto, Bank of America, N.A., as Administrative Agent, New Vehicle Swing Line
Lender, and Used Vehicle Swing Line Lender, and Bank of America, N.A., as Revolving Administrative
Agent (in the capacity of collateral agent for the Secured Parties).



     Each Borrower promises, jointly and severally, to pay interest on the unpaid principal amount
of each Loan from the date of such New Vehicle Floorplan Loan or Used Vehicle Floorplan 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 2.03(h) with respect to New
Vehicle Floorplan Swing Line Loans, and Section 2.08(f) with respect to Used Vehicle
Floorplan 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 Guaranties 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. New Vehicle Floorplan Loans and Used Vehicle Floorplan 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 New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans
and payments with respect thereto.



C-1

Form of Note






 









 








     Each 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.



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



	 	 	 	 	 	 	 

	 	 	SONIC AUTOMOTIVE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	[EACH NEW VEHICLE BORROWER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






C-2

Form of Note




 









 





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
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 





C-3

Form of Note





 











 





EXHIBIT D




ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified
in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights
and obligations of [the Assignors][the Assignees] hereunder are several and not joint.]2
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.



     For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the
Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and
assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’]
rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under
the Credit Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the respective facilities
identified below (including, without limitation the New Vehicle Floorplan Swing Line
Loans or the Used Vehicle Floorplan Swing Line Loans, as applicable, included in such facilities)
and (ii) to the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective
Assignors (in their respective capacities as Lenders)] against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby or in any way
based on or related to any of the foregoing, including, but not limited to, contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in equity related to
the rights and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i)
and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and,
except as expressly provided in this Assignment and Assumption, without representation or warranty
by [the][any] Assignor.



	 	 	 	 	 

	I.

	 	1.      Assignor[s]:
	 	                                                            
	II.

	 	 	 	                                                            








 




			
	1	 	For bracketed language here and elsewhere in
this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from
multiple Assignors, choose the second bracketed language.
	 
	2	 	Include bracketed language if there are
either multiple Assignors or multiple Assignees.





Form of Assignment and Assumption




D-1









 





	 	 	 	 	 

	III.
	 	 	 	 
	IV.

	 	2. Assignee[s]:
	 	                                                            
	V.

	 	 	 	                                                            
	VI.

	 	 	 	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
	VII.
	 	 	 	 






	 	 	 

	3. Borrowers:

	 	Sonic Automotive, Inc. and certain of its Subsidiaries
	 
	 	 
	4. Administrative Agent:

	 	Bank of America, N.A., as the administrative agent under
the Credit Agreement
	 
	 	 
	5. Credit Agreement:

	 	Amended and Restated Syndicated New and Used Vehicle Floorplan
Credit Agreement, dated as of July 8, 2011, among Sonic Automotive, Inc., a Delaware
corporation (the “Company”), certain Subsidiaries of the Company from time to time
party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, New Vehicle Swing Line Lender, and Used Vehicle Swing Line Lender, and
Bank of America, N.A., as Revolving Administrative Agent (in the capacity of collateral agent
for the Secured Parties).
	 
	 	 
	6. Assigned Interest:
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VIII.	 	 	XII.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IX. 	 	 	XIII.	 	 	 	Aggregate	 	 	 	 	 	 	 	 	 	 	 	 	 
	X. 	 	 	XIV.	 	 	 	Amount of	 	 	 	Amount of	 	 	 	Percentage	 	 	 	 	 
	XI.	 	 	XV.	 	 	 	Commitment	 	 	 	Commitment	 	 	 	Assigned of	 	 	 	CUSIP	 
	Assignor[s]3	 	 	Assignee[s]4	 	 	 	for all Lenders*	 	 	 	Assigned*	 	 	 	Commitment5	 	 	 	Number	 
	 
	 	 	 	 	 	$	 	 	 	$	 	 	 	 	   	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	$	 	 	 	$	 	 	 	 	   	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	$	 	 	 	$	 	 	 	 	   	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




[7. Trade Date: __________________] 6



Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]






 




			
	3	 	List each Assignor, as appropriate.
	 
	4	 	List each Assignee, as appropriate.
	 
	*	 	Amount to be adjusted by the counterparties
to take into account any payments or prepayments made between the Trade Date
and the Effective Date.
	 
	5	 	Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.
	 
	6	 	To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of
the Trade Date.





Form of Assignment and Assumption




D-2









 





     The terms set forth in this Assignment and Assumption are hereby agreed to:



	 	 	 	 	 
	 	ASSIGNOR:



[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	ASSIGNEE:



[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 


[Consented to and] 7 Accepted:



BANK OF AMERICA, N.A., as





     Administrative Agent [, New Vehicle Swing Line Lender and



Used Vehicle Swing Line Lender]







	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Title:
	 	 





[Consented to:] 8



SONIC AUTOMOTIVE, INC.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	 

	 
	 	 	Title:  	 	 
	 





 




			
	7	 	To be added only if the consent of the
Administrative Agent, New Vehicle Swing Line Lender or Used Vehicle Swing Line
Lender, as applicable, is required by the terms of the Credit Agreement.
	 
	8	 	To be added only if the consent of the
Company is required by the terms of the Credit Agreement.





Form of Assignment and Assumption





D-3









 





ANNEX 1 TO ASSIGNMENT AND ASSUMPTION




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




          1. Representations and Warranties.




     1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of any Borrower, any of its Subsidiaries or Affiliates or
any other Person obligated in respect of any Loan Document or (iv) the performance or observance by
any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.



     1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an assignee under Section
10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may
be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder
and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type
represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in
making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of
such type, (v) it has received a copy of the Credit Agreement, and has received or has been
accorded the opportunity to receive copies of the most recent financial statements delivered
pursuant to Section 6.01 thereof, as applicable, and such other documents and information
as it deems appropriate to make its own credit analysis and decision to enter into this Assignment
and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a
Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the
terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees
that (i) it will, independently and without reliance upon the Administrative Agent, [the][any]
Assignor or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their terms



Form of Assignment and Assumption




D-4









 




all of the obligations which by the terms of the Loan Documents are required to be performed
by it as a Lender.




     2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of [the][each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to
but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued
from and after the Effective Date.



     3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of North Carolina.



Form of Assignment and Assumption







D-5









 








EXHIBIT E




FORM OF AMENDED AND RESTATED

COMPANY GUARANTY




See attached..



Form of Amended and Restated Company Guaranty






E-1









 








EXHIBIT F




FORM OF AMENDED AND RESTATED

SUBSIDIARY GUARANTY




See attached.



Form of Amended and Restated Subsidiary Guaranty







F-1









 








EXHIBIT G




FORM OF COMPLIANCE CERTIFICATE




Financial Statement Date: __________, _____



To: Bank of America, N.A., as Administrative Agent



Ladies and Gentlemen:




     Reference is made to (i) 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 “Revolving Credit Agreement”; all terms used herein but not otherwise
defined herein have the respective meanings given thereto in the Revolving Credit Agreement), among
Sonic Automotive, Inc., a Delaware corporation (the “Company”), the lenders from time to
time party thereto, Bank of America, N.A., as Administrative Agent (in such capacity, the
“Revolving Administrative Agent”), Swing Line Lender and an L/C Issuer and Wells Fargo
Bank, National Association, as an L/C Issuer and (ii) that certain Amended and Restated Syndicated
New and Used Vehicle Floorplan Credit Agreement, dated as of July 8, 2011 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Floorplan
Credit Agreement”; and collectively with the Revolving Credit Agreement, the “Credit
Agreements”), among the Company, certain Subsidiaries of the Company from time to time party
thereto, the lenders from time to time party thereto, Bank of America, N.A., as Administrative
Agent (in such capacity, the “Floorplan Administrative Agent”, and collectively with the
Revolving Administrative Agent, the “Administrative Agents”), New Vehicle Swing Line Lender
and Used Vehicle Swing Line Lender, and Bank of America, N.A., as Revolving Administrative Agent
(in the capacity of collateral agent for the Secured Parties (as defined in the Floorplan Credit
Agreement).



     The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to
the Administrative Agents on the behalf of the Company, and that:



[Use following paragraph 1 for fiscal year-end financial statements]




     1. Attached hereto as Schedule 1 are the year-end audited financial statements
required by Section 6.01(a) of each Credit Agreement for the fiscal year of the Company
ended as of the above date, together with the report and opinion of an independent certified public
accountant required by such section.



[Use following paragraph 1 for fiscal quarter-end financial statements]




     1. Attached hereto as Schedule 1 are the unaudited financial statements required by
Section 6.01(b) of each Credit Agreement for the fiscal quarter of the Company ended as of
the above date. Such quarterly financial statements fairly present the financial condition,
results of



Form of Compliance Certificate






G-1









 







operations and cash flows of the Company and its Subsidiaries in accordance with GAAP as at
such date and for such period, subject only to normal year-end audit adjustments and the absence of
footnotes.




[Use following paragraph 1 for fiscal month-end financial statements, if requierd]




     1. Attached hereto as Schedule 1 are the unaudited financial statements required by
Section 6.01(c) of each Credit Agreement for the fiscal month of the Company ended as of
the above date. Such monthly financial statements fairly present the financial condition, results
of operations and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such
date and for such period, subject only to normal year-end audit adjustments and the absence of
footnotes.



     2. The undersigned has reviewed and is familiar with the terms of each Credit Agreement and
has made, or has caused to be made under his/her supervision, a detailed review of the transactions
and condition (financial or otherwise) of the Company and its Subsidiaries during the accounting
period covered by the attached financial statements.



     3. A review of the activities of the Loan Parties during such fiscal period has been made
under the supervision of the undersigned with a view to determining whether during such fiscal
period each Loan Party has performed and observed all of its Obligations under the Loan Documents,
and



     [to the best knowledge of the undersigned during such fiscal period, each Loan Party performed
and observed each covenant and condition of the Loan Documents applicable to it, and no Default has
occurred and is continuing.]



—or—




     [the following covenants or conditions have not been performed or observed and the following
is a list of each such Default and its nature and status:]



     4. A review of the activities of the Loan Parties during such fiscal period has been made
under the supervision of the undersigned with a view to determining whether during such fiscal
period each Loan Party has performed and observed all of its Obligations under the Loan Documents
(each defined term used in this Section 4 shall have the meanings set forth for such term in the
Floorplan Credit Agreement), and



[select one:]




     [to the best knowledge of the undersigned during such fiscal period, each Loan Party performed
and observed each covenant and condition of the Loan Documents applicable to it, and no Default has
occurred and is continuing.]



Form of Compliance Certificate




G-2









 





—or—




     [the following covenants or conditions have not been performed or observed and the following
is a list of each such Default and its nature and status:]



     5. The representations and warranties of the Company and each Loan Party contained in
Article V of the Revolving Credit Agreement, and any representations and warranties of any
Loan Party that are contained in any document furnished at any time under or in connection with the
Loan Documents, are true and correct on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this Compliance Certificate,
the representations and warranties contained in subsections (a) and (b) of Section 5.05 of
the Revolving Credit Agreement shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a), (b) and (c), respectively, of Section 6.01 of the Revolving Credit
Agreement, including the statements in connection with which this Compliance Certificate is
delivered.



     6. The representations and warranties of the Company and each Loan Party contained in
Article V of the Floorplan Credit Agreement, and any representations and warranties of any
Loan Party that are contained in any document furnished at any time under or in connection with the
Loan Documents, are true and correct on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this Compliance Certificate,
the representations and warranties contained in subsections (a) and (b) of Section 5.05 of
the Floorplan Credit Agreement shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a), (b) and (c), respectively, of Section 6.01 of the Floorplan Credit
Agreement, including the statements in connection with which this Compliance Certificate is
delivered (each defined term used in this Section 6 shall have the meanings set forth for such term
in the Floorplan Credit Agreement).



     7. The financial covenant analyses and information set forth on Schedule 2 attached
hereto are true and accurate on and as of the date of this Certificate.



     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of _______________, ____.



	 	 	 	 	 	 	 

	 	 	SONIC AUTOMOTIVE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Form of Compliance Certificate









G-3









 








SCHEDULE 1

to the Compliance Certificate




Financial Statements



Form of Compliance Certificate









G-4









 








For the Month/Year ended __________________ (“Statement Date”)




SCHEDULE 2

to the Compliance Certificate

($ in 000’s)




	 	 	 	 	 

	I. Section 7.11(a) — Consolidated Liquidity Ratio.
	 	 	 	 
	 
	 	 	 	 
	A. Consolidated Current Assets at Statement Date:
	 	 	 	 
	 
	 	 	 	 
	1. Current assets at Statement Date:
	 	$	______________	 
	2. All long-term assets of discontinued
operations held for sale and included in current assets
at Statement Date:
	 	$	______________	 
	3. Long-term assets of discontinued
operations held for sale which are subject to a
non-cancelable purchase and sale agreement which are
to be Disposed of within 60 days of such date of
Statement Date:
	 	$	______________	 
	4. Investments made in connection with the
Company’s supplemental executive retirement plan at
Statement Date1:
	 	$	______________	 
	5. Temporary Excess Cash at Statement
Date:
	 	$	______________	 
	6. Consolidated Current Assets Numerator
at Statement Date (Lines I.A.1 – 2 + 3 – 4 – 5):
	 	$	______________	 
	 
	 	 	 	 
	B. Revolving Facility Liquidity Amount at Statement Date:
	 	 	 	 
	 
	 	 	 	 
	1. Revolving Advance Limit:
	 	 	 	 
	(a) Aggregate Commitments at Statement Date:
	 	$	______________	 
	(b) The Revolving Borrowing Base at Statement Date:
	 	$	______________	 
	(c) Revolving Advance Limit L/C
Reduction:2
	 	$	______________	 
	(d) Revolving Advance Limit: ((Lesser of Lines
I.B.1(a) and I.B.1(b)) minus Line I.B.1(c)):
	 	$	______________	 
	2. Total Outstandings at Statement Date:
	 	$	______________	 
	3. Lines I.B.1(d) – I.B.2:
	 	$	______________	 
	4. The largest principal amount of Loans
that may be borrowed under the Credit Agreement without
	 	 	 	 








 




			
	1	 	Not to exceed (A) $5,000,000 in any given
calendar year or (B) $15,000,000 in the aggregate.
	 
	2	 	See Section VII for Revolving Advance Limit
L/C Reduction Calculation.





Form of Compliance Certificate




G-5









 









	 	 	 	 	 

	resulting in an Event of Default under Section
7.11(c) (on a pro forma basis as of the
Statement Date) after giving pro forma effect to such Loans:
	 	$	______________	 
	5. Revolving Facility Liquidity Amount at
Statement Date (Lesser of Lines I.B.3 and I.B.4):
	 	$	______________	 
	 
	 	 	 	 
	C. Consolidated Current Liabilities at Statement Date:
	 	$	______________	 
	D. Consolidated Current Liabilities consisting of any
holder put right, balloon, bullet or similar final scheduled
principal payment that would repay any Indebtedness permitted
by Section 7.03 in full at Statement Date:
	 	$	______________	 
	E. Consolidated Current Liabilities listed in Line I.D.
which are due within ninety (90) days following Statement Date:
	 	$	______________	 
	F. Temporary Indebtedness at Statement Date:
	 	$	______________	 
	G. Without duplication, Indebtedness (whether or not
reflected as a Consolidated Current Liability) under all
floorplan financing arrangements at Statement Date:
	 	$	______________	 
	H. Consolidated Liquidity Ratio ((Lines I.A.6. + I.B.5) ÷
(Lines I.C. – I.D. + I.E. – I.F. + I.G.):
	 	______________ to 1






     Minimum Required:



	 	 	 	 	 
	Period	 	Ratio
	Closing Date through and including March 30, 2012
	 	 	1.05 to 1.00	 
	March 31, 2012 and thereafter
	 	 	1.10 to 1.00	 






	 	 	 	 	 

	II. Section 7.11 (b) — Consolidated Fixed Charge Coverage Ratio.
	 	 	 	 
	 
	 	 	 	 
	A. Consolidated EBITDAR for four consecutive fiscal
quarters ending on above date (“Subject Period”):
	 	 	 	 
	1. Consolidated Net Income for Subject Period:
	 	$	______________	 
	2. Consolidated Interest Expense with
respect to non-floorplan Indebtedness (including
interest expense not payable in cash) for Subject
Period*:
	 	$	______________	 
	3. Charges against income for foreign,
Federal, state and local income taxes for Subject
Period*:
	 	$	______________	 
	4. Depreciation expenses for Subject
Period*:
	 	$	______________	 








 




			
	*	 	To the extent deducted in computing Consolidated
Net Income in Line II.A.1. above.





Form of Compliance Certificate






G-6









 








	 	 	 	 	 

	5. Amortization expenses (including,
without limitation, amortization of other intangible
assets and transaction costs) for Subject
Period*:
	 	$	______________	 
	6. Non-cash charges for Subject Period*:
	 	$	______________	 
	7. Extraordinary losses for Subject Period*:
	 	$	______________	 
	8. Legal fees, broker fees and other
transaction expenses incurred in connection with any
Permitted Acquisition (not to exceed $1,000,000 in the
aggregate for each such Acquisition) during Subject
Period*:
	 	$	______________	 
	9. Consolidated Rental Expense*:
	 	$	______________	 
	10. Non-cash lease termination charges, net of amortization*:
	 	$	______________	 
	11. Extraordinary gains during Subject Period**:
	 	$	______________	 
	12. Gains on repurchases for long-term
Indebtedness during Subject
Period**:
	 	$	______________	 
	13. Consolidated EBITDAR for Subject Period
(Lines II.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 + 10 –
11 – 12):
	 	$	______________	 
	 
	 	 	 	 
	B. Assumed maintenance and capital expenditures during
Subject Period:
	 	 	 	 
	1. $100,000 
	 	 	 	 
	2. Average daily number of physical
dealership locations at which the Subsidiaries operated
franchised vehicle dealerships during the Subject
Period = _____
	 	 	 	 
	3 Line II.B.1 multiplied by Line II.B.2:
	 	$	______________	 
	C. Numerator (Line II.A.13 – II.B.3):
	 	$	______________	 
	D. Consolidated Fixed Charges for Subject Period:
	 	 	 	 
	1. Consolidated Interest Expense with
respect to non-floorplan Indebtedness for Subject
Period:
	 	$	______________	 
	2. Interest expense not payable in cash
included in Line D.1. which is not payable as a result
of any default for Subject Period:
	 	$	______________	 








 




			
	**	 	To the extent included in computing Consolidated Net Income in Line II.A.1. above.





Form of Compliance Certificate






G-7









 








	 	 	 	 	 

	3. Consolidated Principal Payments for Subject Period:
	 	$	______________	 
	4. Consolidated Rental Expenses for Subject Period:
	 	$	______________	 
	5. Federal, state, local and foreign
income taxes paid on a consolidated basis during
Subject Period:
	 	$	______________	 
	6. Restricted Payments permitted by
Section 7.06(d) made during Subject Period:
	 	$	______________	 
	7. Cash refunds of income taxes during the
Subject Period:
	 	$	______________	 
	8. Consolidated Fixed Charges for Subject
Period (Lines II.D.1 – 2 + 3 + 4 + 5 + 6 – 7):
	 	$	______________	 
	 
	 	 	 	 
	E. Consolidated Fixed Charge Coverage Ratio ((Line II.C.) ÷ Line II.D.8):
	 	__________      to 1






     Minimum Required:



	 	 	 	 	 
	Period	 	Ratio
	Closing Date through and including March 30, 2012
	 	 	1.15 to 1.00	 
	March 31, 2012 and thereafter
	 	 	1.20 to 1.00	 






	 	 	 	 	 

	III. Section 7.11 (c) — Consolidated Total Lease Adjusted Leverage Ratio.
	 	 	 	 
	 
	 	 	 	 
	A. Consolidated Total Outstanding Indebtedness at
Statement Date:
	 	 	 	 
	1. Aggregate outstanding principal amount
of Consolidated Funded Indebtedness at Statement Date:
	 	$	______________	 
	2. Indebtedness under New Vehicle
Floorplan Facility at Statement Date*:
	 	$	______________	 
	3. Permitted Silo Indebtedness for New
Vehicle or Used Vehicle inventory at Statement
Date*:
	 	$	______________	 
	4. Indebtedness under the Used Vehicle
Floorplan Facility at Statement Date:
	 	$	______________	 
	5. Temporary Indebtedness
	 	$	______________	 
	6. Consolidated Total Outstanding
Indebtedness at Statement Date (Lines III.A. 1 – 2 – 3
– 4 – 5):
	 	$	______________	 








 




			
	*	 	To the extent such amounts were included in
Consolidated Funded Indebtedness in Line III.A.1. above.
	 
	*	 	To the extent such amounts were included in
Consolidated Funded Indebtedness in Line III.A.1. above.





Form of Compliance Certificate





G-8









 








	 	 	 	 	 

	B. Consolidated Rental Expense at Statement Date:
	 	$	______________	 
	C. Consolidated Rental Expense related to any real property acquired during the Subject Period:
	 	$	______________	 
	D. To the extent not included in Line B. above, the Rental payments for any real property Disposed of and
leased back during the Subject Period as if such sale-leaseback
transaction had occurred on and such “rental payments” began on the first day of the Subject Period:
	 	$	______________	 
	E. Eight (8) times Consolidated Rental Expense (8 x (Line III.B. – III.C. + III.D)):
	 	$	______________	 
	F. Consolidated Total Lease Adjusted Indebtedness at Statement Date (Line III.A.6 + III.E):
	 	$	______________	 
	G. Consolidated EBITDAR for Subject Period (Line II.A.13):
	 	$	______________	 
	H. Consolidated Total Lease Adjusted Leverage Ratio (Line III.F ÷ Line III.G):
	 	 ____________ to 1
	Maximum permitted:
	 	5.50 to 1.00






Applicable Rate — Revolving Credit Agreement




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Eurodollar	 	 
	 	 	 	 	 	 	 	 	 	 	Rate Loans +	 	 
	Pricing	 	 	 	Commitment	 	Letter of	 	Base Rate
	Level	 	Consolidated Total Lease Adjusted Leverage Ratio	 	Fee	 	Credit Fee	 	Loans +
	 	1	 	 	Less than 4.00:1.00
	 	 	0.30	%	 	 	2.00	%	 	 	1.00	%
	 	2	 	 	Less than 4.50:1.00 but greater than or equal to
4.00:1.00
	 	 	0.35	%	 	 	2.25	%	 	 	1.25	%
	 	3	 	 	Less 5.00:1.00 but greater than or equal to 4.50:1.00
	 	 	0.35	%	 	 	2.50	%	 	 	1.50	%
	 	4	 	 	Greater than or equal to 5.00:1.00
	 	 	0.50	%	 	 	2.75	%	 	 	1.75	%






Applicable Rate — Floorplan Credit Agreement




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Eurodollar Rate	 	Base Rate Loans	 	Eurodollar Rate	 	Base Rate
	 	 	 	 	 	 	 	 	Loans + (for	 	+ (for New	 	Loans + (for	 	Loans + (for
	 	 	Commitment Fee	 	Commitment Fee	 	New Vehicle	 	Vehicle	 	Used Vehicle	 	Used Vehicle
	 	 	on New Vehicle	 	on Used Vehicle	 	Floorplan	 	Floorplan	 	Floorplan	 	Floorplan
	 	 	Floorplan Facility	 	Floorplan Facility	 	Facility)	 	Facility)	 	Facility)	 	Facility)
	 
	 	 	0.20	%	 	 	0.25	%	 	 	1.50	%	 	 	0.50	%	 	 	1.75	%	 	 	0.75	%






Form of Compliance Certificate






G-9









 







V. Information Regarding Litigation Matters.3



Describe all actions, suits, proceedings, claims or disputes pending, or to the knowledge of the
Company after due and diligent investigation, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority seeking damages or other remedies in excess of the
Threshold Amount:




	 

	 


	 

	 


	 
 






VI. Information Regarding Disposition.4



Describe all asset purchase agreements entered into during Subject Period, intended closing
dates of dispositions thereunder and amounts of discontinued operations and all new and
used vehicle floorplan indebtedness associated therewith:




	 

	 
 

	 

 
 
 






VII. Revolving Advance Limit L/C Reduction Calculation.



The Revolving Advance Limit L/C Reduction is the Outstanding Amount of all L/C Obligations as of
the Statement Date which have not been Cash Collateralized and shall be calculated when any period
referenced below is applicable:




     (x) any period commencing one hundred and ten (110) days prior to any Other Indebtedness
Maturity Date, and ending on the date such applicable Indenture Indebtedness or other Indebtedness
is repaid in full, or


(y) any period (1) commencing on any date on which each of the following conditions are met: (A)
such date is less than one hundred eleven (111) days prior to any Put Option Date, (B) on at least
twenty (20) of the thirty (30) Trading Days immediately preceding such date, the average Last
Reported Sale Price of the Company’s Class A Common Stock was less than 130% of the Conversion
Price set forth in the applicable documentation related to the Indebtedness subject to such Put
Option, and (C) the Maturity Date Test Amount on such day is less than $100,000,000, and (2) ending
on the date the Company’s obligations under such Put Option are paid in full.






 




			
	3	 	To be included with Compliance Certificates
delivered for each March, June, September and December.
	 
	4	 	VI. to be completed if Line I.A.3. is
included in the Consolidated Liquidity Ratio or if Consolidated Interest
Expense, Consolidated Principal Payments or Consolidated Rental Expenses
attributable to Permitted Dispositions are excluded from the Consolidated Fixed
Charge calculation above





Form of Compliance Certificate





G-10











 





EXHIBIT H




FORM OF FLOORPLAN JOINDER AGREEMENT




See attached.



Form of Floorplan Joinder Agreement




H-1




 









 





EXHIBIT I




FORM OF USED VEHICLE

BORROWING BASE CERTIFICATE




Date: ___________, _____



To: Bank of America, N.A., as Administrative Agent




Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Syndicated New and Used Vehicle
Floorplan 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”), among Sonic
Automotive, Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the
Company from time to time party thereto, the Lenders from time to time party thereto, Bank of
America, N.A., as Administrative Agent, New Vehicle Swing Line Lender, and Used Vehicle Swing Line
Lender and Bank of America, N.A., as Revolving Administrative Agent (in the capacity of collateral
agent for the Secured Parties). Terms used herein not otherwise defined herein have the respective
meanings given thereto in the Credit Agreement.



     The undersigned Responsible Officer of the Company hereby certifies as of the date hereof that
at the close of business on [____________] (the “Calculation Date”) the Used
Vehicle Borrowing Base1 was $__________, computed as set forth on the schedule attached
hereto.



	 	 	 	 	 

	 	 	SONIC AUTOMOTIVE, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 







 




			
	1	 	See definition of Used Vehicle Borrowing Base
in the Credit Agreement.





Form of Used Vehicle Borrowing Base Certificate




I-1




 









 





USED VEHICLE BORROWING BASE SCHEDULE




	 	 	 	 	 	 	 	 	 

	Eligible Used Vehicle Inventory
	 	 	 	 	 	 	 	 
	A. Net book value of Eligible Used Vehicle Inventory:
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	i. Cost of payoff of any Lien (including any consumer
Lien) on such Used Vehicle Inventory (other than the
Revolving Administrative Agent’s Lien):
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ii. Reserves maintained in accordance with the Company’s
internal accounting policies:
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	iii. Net Book Value of Used Vehicle Inventory (Lines
A.i. – ii. – iii.)
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	B. Net Book Value of Inventory described in Line A subject to any Lien
(other than the Revolving Administrative Agent’s Lien or those
otherwise netted in Line A)2
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	C. Net Book Value of other Inventory described in Line A which does
not otherwise meet the definition of “Eligible Used Vehicle Inventory”
set forth in the Credit Agreement (including, without limitation,
sub-parts (a), (b) and (c) of such definition)
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	D. Lines B + C
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	E. Lines A.iii. – D
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	Used Vehicle Borrowing Base: Line E x 75%
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 







 




			
	2	 	Revolving Administrative Agent’s Lien means a
first priority, perfected Lien of the Revolving Administrative Agent (for the
benefit of the Secured Parties) pursuant to the Loan Documents.





Form of Used Vehicle Borrowing Base Certificate




I-2




 









 





EXHIBIT J




FORM OF SECOND AMENDED AND RESTATED

SECURITY AGREEMENT




See attached.



Form of Second Amended and Restated Security Agreement




J-1



 









 





EXHIBIT K




FORM OF NEW VEHICLE BORROWER NOTICE




Date: ___________, _____





			
	To:	 	Sonic Automotive, Inc.

The Lenders party to the Credit Agreement referred to below




Ladies and Gentlemen:




     This New Vehicle Borrower Notice is made and delivered pursuant to Section 2.19(b) of
that certain Amended and Restated Syndicated New and Used Vehicle Floorplan 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”), among Sonic Automotive, Inc., a Delaware
corporation (the “Company”), certain Subsidiaries of the Company from time to time party
thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative
Agent, Collateral Agent, New Vehicle Swing Line Lender, and Used Vehicle Swing Line Lender, and
reference is made thereto for full particulars of the matters described therein. All capitalized
terms used in this New Vehicle Borrower Notice and not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement.



     The Administrative Agent hereby notifies the Company and the Lenders that effective as of the
date hereof [_________________________] shall be a New Vehicle Borrower and may receive New Vehicle
Swing Line Loans for its account on the terms and conditions set forth in the Credit Agreement.



     This New Vehicle Borrower Notice shall constitute a Loan Document under the Credit Agreement.



	 	 	 	 	 

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

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





Form of New Vehicle Borrower Notice




K-1




 









 





EXHIBIT L




OPINION MATTERS




To be attached.



Form of Opinion Matters




L-1




 









 





EXHIBIT M




FORM OF MASTER

INTERCREDITOR AGREEMENT




See attached.



Form of Master Intercreditor Agreement




M-1





 











 





EXHIBIT N




FORM OF FORD MOTOR CREDIT CONSENT



See attached.



Form of Ford Motor Credit Consent



N-1









 






EXHIBIT O




FORM OF MATURITY DATE TEST AMOUNT CERTIFICATE




Maturity Date Test Amount Certificate Date: __________, _____



To: Bank of America, N.A., as Administrative Agent



Ladies and Gentlemen:




     Reference is made to (i) 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 “Revolving Credit Agreement”; all terms used herein but not otherwise
defined herein have the respective meanings given thereto in the Revolving Credit Agreement), among
Sonic Automotive, Inc., a Delaware corporation (the “Company”), the lenders from time to
time party thereto, Bank of America, N.A., as Administrative Agent (in such capacity, the
“Revolving Administrative Agent”), Swing Line Lender and an L/C Issuer and Wells Fargo
Bank, National Association, as an L/C Issuer and (ii) that certain Amended and Restated Syndicated
New and Used Vehicle Floorplan Credit Agreement, dated as of July 8, 2011 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Floorplan
Credit Agreement”; and collectively with the Revolving Credit Agreement, the “Credit
Agreements”), among the Company, certain Subsidiaries of the Company from time to time party
thereto, the lenders from time to time party thereto, Bank of America, N.A., as Administrative
Agent (in such capacity, the “Floorplan Administrative Agent”, and collectively with the
Revolving Administrative Agent, the “Administrative Agents”), New Vehicle Swing Line Lender
and Used Vehicle Swing Line Lender, and Bank of America, N.A., as Revolving Administrative Agent
(in the capacity of collateral agent for the Secured Parties (as defined in the Floorplan Credit
Agreement).



     The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
[                                ] of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate
to the Administrative Agents on the behalf of the Company, and that:



     Reference is hereby made to [DESCRIBE APPLICABLE INDEBTEDNESS MATURITY DATE OR PUT OPTION
DATE].



     1. Attached hereto as Schedule 1 are the calculations required by each Credit
Agreement setting forth the Maturity Date Test Amount as of [_____________] (the “Reporting
Date”).



     2. The calculations of the Maturity Date Test Amount set forth on Schedule 1 attached
hereto are true and correct on and as of the date of this Certificate.


[INSERT THE FOLLOWING IN THE EVENT MATURITY DATE TEST AMOUNT CERTIFICATE IS DELIVERED WITH RESPECT
TO A PUT OPTION DATE]




Form of Maturity Date Test Amount Certificate







O-1









 








     [3. On at least twenty (20) of the thirty (30) Trading Days immediately preceding the
Reporting Date the average Last Reported Sale Price of the Company’s Class A Common Stock [was][was
not] less than 130% of the Conversion Price set forth in the applicable documentation related to
the Indenture Indebtedness subject to the applicable Put Option.]



     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of _______________, ____.



	 	 	 	 	 	 	 

	 	 	SONIC AUTOMOTIVE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title:
	 	 
 

	 	 






Form of Maturity Date Test Amount Certificate







O-2









 








SCHEDULE 1

to Maturity Date Test Amount Certificate




Maturity Date Test Amount as of the Reporting Date




	 	 	 	 	 

	1. the sum of (without duplication)
	 	 	 	 
	a. Cash, cash equivalents and short-term
marketable securities reflected on the books of the
Company and it Subsidiaries as of the Reporting
Date15:
	 	$	 	 
	 
	 	 	 	 
	b. Net Book Value of contracts-in-transit
as of the Reporting Date16:
	 	$	 	 
	 
	 	 	 	 
	c. Net Book Value of New Vehicles (other
than Service Loaner Vehicles) as of the Reporting Date:
	 	 	 	 
	 
	 	$	 	 
	 
	 	 	 	 
	d. Net Book Value of Service Loaner
Vehicles as of the Reporting Date:
	 	$	 	 
	 
	 	 	 	 
	e. Net Book Value of Used Vehicles (net of
Lien payoffs and purchases) as of the Reporting Date: 
	 	$	 	 
	 
	 	 	 	 
	f. 75% of Line 1.e.:
	 	$	 	 
	 
	 	 	 	 
	g. Revolving Facility Liquidity Amount as
of the Reporting Date (without giving effect to any
Revolving Advance Limit L/C Reduction):
	 	 	 	 
	i. Revolving Advance
Limit:
	 	 	 	 
	A. Aggregate Commitments at Reporting Date:
	 	$	 	 
	 
	 	 	 	 
	B. Revolving Borrowing Base at Reporting Date:
	 	$	 	 
	 
	 	 	 	 
	C. Revolving Advance Limit (Lesser of Lines
1.g.i.A and 1.g.i.B):
	 	$	 	 
	 
	 	 	 	 
	ii. Total Outstandings at Reporting Date:
	 	$	 	 
	 
	 	 	 	 
	iii. Lines 1.g.i.C. – 1.g.ii.
	 	$	 	 
	 
	 	 	 	 







 




			
	15	 	In each case, not subject to any Lien (other
than Liens created under the Loan Documents, the Flooplan Facility, Permitted
Silo Indebtedness or Permitted Third Party Service Loaner Indebtedness).
	 
	16	 	In each case, not subject to any Lien (other
than Liens created under the Loan Documents, the Flooplan Facility or Permitted
Silo Indebtedness).





Form of Maturity Date Test Amount Certificate





O-3









 








	 	 	 	 	 

	iv. the largest principal
amount of Loans that may be borrowed as of the
Reporting Date without resulting in an Event
of Default under Section 7.11(c):
	 	$	 	 
	 
	 	 	 	 
	v. Revolving Facility
Liquidity Amount at Reporting Date (Lesser of
Line 1.g.iii. and Line 1.g.iv.):
	 	$	 	 
	 
	 	 	 	 
	h. Line 1.a. + Line 1.b. + Line 1.c. +
Line 1.d. + Line 1.f. + Line 1.g.v.:
	 	$	 	 
	 
	 	 	 	 
	2. the sum of (without duplication):
	 	 	 	 
	a. Total outstanding amount of
Indebtedness under the New Vehicle Floorplan Facility
(other than Indebtedness relating to the financing of
Service Loaner Vehicles) as of the Reporting Date:
	 	$	 	 
	 
	 	 	 	 
	b. Total outstanding amount of Permitted
Silo Indebtedness for New Vehicle Inventory (other than
Indebtedness relating to the financing of Service
Loaner Vehicles) as of the Reporting Date:
	 	$	 	 
	 
	 	 	 	 
	c. Total outstanding amount of Used
Vehicle floorplan Indebtedness as of the Reporting
Date:
	 	$	 	 
	 
	 	 	 	 
	d. Total outstanding amount of
Indebtedness related to the financing of Service Loaner
Vehicles under the New Vehicle Floorplan Facility,
Permitted Silo Indebtedness or Permitted Third Party
Service Loaner Indebtedness as of the Reporting Date:
	 	$	 	 
	 
	 	 	 	 
	e. Line 2.a. + Line 2.b. + Line 2.c. +
Line 2.d.
	 	$	 	 
	 
	 	 	 	 
	3. Outstanding principal amount of the applicable
Indenture Indebtedness or other Indebtedness subject to such
maturity date or Put Option Date:
	 	$	 	 
	 
	 	 	 	 
	4. Maturity Test Date Amount:
	 	 	 	 
	Line 1.f. – Line 2.e. – Line 3.
	 	$	 	 
	 
	 	 	 	 





Form of Maturity Date Test Amount Certificate




O-4









 





EXHIBIT P




FORM OF REPURCHASE TEST AMOUNT CERTIFICATE




Repurchase Test Amount Certificate Date: __________, _____



To: Bank of America, N.A., as Administrative Agent



Ladies and Gentlemen:




     Reference is made to (i) 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 “Revolving Credit Agreement”; all terms used herein but not otherwise
defined herein have the respective meanings given thereto in the Revolving Credit Agreement), among
Sonic Automotive, Inc., a Delaware corporation (the “Company”), the lenders from time to
time party thereto, Bank of America, N.A., as Administrative Agent (in such capacity, the
“Revolving Administrative Agent”), Swing Line Lender and an L/C Issuer and Wells Fargo
Bank, National Association, as an L/C Issuer and (ii) that certain Amended and Restated Syndicated
New and Used Vehicle Floorplan Credit Agreement, dated as of July 8, 2011 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Floorplan
Credit Agreement”; and collectively with the Revolving Credit Agreement, the “Credit
Agreements”), among the Company, certain Subsidiaries of the Company from time to time party
thereto, the lenders from time to time party thereto, Bank of America, N.A., as Administrative
Agent (in such capacity, the “Floorplan Administrative Agent”, and collectively with the
Revolving Administrative Agent, the “Administrative Agents”), New Vehicle Swing Line Lender
and Used Vehicle Swing Line Lender, and Bank of America, N.A., as Revolving Administrative Agent
(in the capacity of collateral agent for the Secured Parties (as defined in the Floorplan Credit
Agreement).



     The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
[                        ] of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate
to the Administrative Agents on the behalf of the Company, and that:



     1. Attached hereto as Schedule 1 are the calculations required by each Credit
Agreement setting forth the Repurchase Test Amount as of [_____________] (the “Reporting
Date”).



     2. The calculations of the Repurchase Test Amount set forth on Schedule 1 attached
hereto are true and correct on and as of the date of this Certificate.



Form of Repurchase Test Amount Certificate




P-1









 





     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of _____________, ____.



	 	 	 	 	 	 	 

	 	 	SONIC AUTOMOTIVE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title:
	 	 
 

	 	 






Form of Repurchase Test Amount Certificate




P-2









 






SCHEDULE 1

to Repurchase Test Amount Certificate




SECTION I. Repurchase Test Amount as of the Reporting Date




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	First	 	 	Second	 	 	Third	 
	 	 	Current	 	 	Succeeding	 	 	Succeeding	 	 	Succeeding	 
	 	 	Fiscal	 	 	Fiscal	 	 	Fiscal	 	 	Fiscal	 
	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	Quarter	 
	1. the sum of (without duplication):
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	a. Cash, cash equivalents and short-term
marketable securities reflected on the books
of the Company and it Subsidiaries as of the
Reporting Date17:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	b. Net Book Value of contracts-in-transit as
of the Reporting Date18:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	c. Net Book Value of New Vehicles (other than
Service Loaner Vehicles) as of the Reporting
Date:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	d. Net Book Value of Service Loaner Vehicles
as of the Reporting Date:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	e. Net Book Value of Used Vehicles (net of
Lien payoffs and purchases) as of the
Reporting Date:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	f. 75% of Line 1.e.:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	g. Revolving Facility Liquidity Amount as of
the Reporting Date:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	i. Revolving Advance Limit:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A. Aggregate Commitments at
Reporting Date:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	B. The Revolving Borrowing Base
at Reporting Date:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	C. Revolving Advance Limit L/C
Reduction:19
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 








 




			
	17	 	In each case, not subject to any Lien (other
than Liens created under the Loan Documents, the Flooplan Facility, Permitted
Silo Indebtedness or Permitted Third Party Service Loaner Indebtedness).
	 
	18	 	In each case, not subject to any Lien (other
than Liens created under the Loan Documents, the Flooplan Facility or Permitted
Silo Indebtedness).
	 
	19	 	See Section II for Revolving Advance Limit
L/C Reduction Calculation





Form of Repurchase  Test Amount Certificate




P-3









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	First	 	 	Second	 	 	Third	 
	 	 	Current	 	 	Succeeding	 	 	Succeeding	 	 	Succeeding	 
	 	 	Fiscal	 	 	Fiscal	 	 	Fiscal	 	 	Fiscal	 
	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	Quarter	 
	D. Revolving Advance Limit
((Lesser of Lines 1.g.i.A and
1.g.i.B)) minus Line 1.g.i.C.):
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	ii. Total Outstandings at Reporting Date:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	iii. Lines 1.g.i.D. – 1.g.ii.
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	iv. the largest principal amount of
Loans that may be borrowed as of the
Reporting Date without resulting in an
Event of Default under Section 7.11(c):
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	v. Revolving Facility Liquidity Amount
at Reporting Date (Lesser of Line
1.g.iii. and Line 1.g.iv.):
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	h. Line 1.a. + Line 1.b. + Line 1.c. + Line
1.d. + Line 1.f. + Line 1.g.v.:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	2. the sum of (without duplication):
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	a. Total outstanding amount of Indebtedness
under the New Vehicle Floorplan Facility
(other than Indebtedness relating to the
financing of Service Loaner Vehicles) as of
the Reporting Date:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	b. Total outstanding amount of Permitted Silo
Indebtedness for New Vehicle Inventory (other
than Indebtedness relating to the financing of
Service Loaner Vehicles) as of the Reporting
Date:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	c. Total outstanding amount of Used Vehicle
floorplan Indebtedness as of the Reporting
Date:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	d. Total outstanding amount of Indebtedness
related to the financing of Service Loaner
Vehicles under the New Vehicle Floorplan
Facility, Permitted Silo Indebtedness or
Permitted Third Party Service Loaner
Indebtedness as of the Reporting Date:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	e. Line 2.a. + Line 2.b. + Line 2.c. + Line
2.d.
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 






Form of Repurchase  Test Amount Certificate



P-4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	First	 	 	Second	 	 	Third	 
	 	 	Current	 	 	Succeeding	 	 	Succeeding	 	 	Succeeding	 
	 	 	Fiscal	 	 	Fiscal	 	 	Fiscal	 	 	Fiscal	 
	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	Quarter	 
	3. the aggregate amount of:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	a. Outstanding principal amount of the
applicable Indentured Payments the Company
intends in good faith to make in the fiscal
quarter that includes the Reporting Date:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	b. Restricted Payments described in Section
7.06(f) the Company intends in good faith to
make in the fiscal quarter that includes the
Reporting Date:
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	c. aggregate amount: Line 3.a. + Line 3.b.
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 
	4. Repurchase Test Amount:20
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Line 1.h. – Line 2.e. – Line 3.c.
	 	$	_______	 	 	$	_______	 	 	$	_______	 	 	$	_______	 






SECTION II. Revolving Advance Limit L/C Reduction Calculation.



The Revolving Advance Limit L/C Reduction is the Outstanding Amount of all L/C Obligations as of
the Reporting Date which have not been Cash Collateralized and shall be calculated when any period
referenced below is applicable:





     (x) any period commencing one hundred and ten (110) days prior to any Other
Indebtedness Maturity Date, and ending on the date such applicable Indenture Indebtedness or
other Indebtedness is repaid in full, or




     (y) any period (1) commencing on any date on which each of the following conditions are
met: (A) such date is less than one hundred eleven (111) days prior to any Put Option Date,
(B) on at least twenty (20) of the thirty (30) Trading Days immediately preceding such date,
the average Last Reported Sale Price of the Company’s Class A Common Stock was less than
130% of the Conversion Price set forth in the applicable documentation related to the
Indebtedness subject to such Put Option, and (C) the Maturity Date Test Amount on such day
is less than $100,000,000, and (2) ending on the date the Company’s obligations under such
Put Option are paid in full.





 




			
	20	 	In each case, as evidenced by the reasonable
satisfaction of the Administrative Agent.





Form of Repurchase Test Amount Certificate





P-5