Amendment to Guaranty and Subordination Agreements



 Exhibit 10.40 
 AMENDMENT TO GUARANTY 
 AND SUBORDINATION AGREEMENTS 
 THIS AMENDMENT TO GUARANTY AND SUBORDINATION AGREEMENTS (this “Amendment”) is made and entered into effective as of
January 1, 2005, by and between Capital Automotive L.P., a Delaware limited partnership, and its related affiliates referenced in the attached Schedule A (“collectively, Landlord”), and Sonic Automotive, Inc., a Delaware
corporation (“Guarantor”). 
 RECITALS: 
 A.        Landlord, as landlord, and certain affiliates of Guarantor, as tenants, are parties to certain Lease Agreements, as amended, that are more
particularly described in Schedule A attached hereto (the “Leases”). 
 B.        As a material inducement for Landlord to enter into the Leases, Guarantor executed certain corresponding Guaranty and Subordination Agreements (collectively referred to herein as the
“Guaranties” or each individually as the “Guaranty”), also described on Schedule A, pursuant to which Guarantor guaranteed performance of all obligations of Tenants under the Leases, including but not limited to payment of rent
and all other payments required under each Lease, for the benefit of Landlord. 
 C.        In each Guaranty, there are certain representations and warranties that the Guarantor makes to the Landlord. The Guarantor requested, and the Landlord agreed to amend the Guaranties to make
certain modifications to certain financial covenants contained therein, upon the terms and conditions and as more particularly set forth herein below. 
 D.        Capitalized terms not defined herein shall have the meanings attributed to such terms in the Guaranty. 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein below and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, Guarantor and Landlord, intending legally to be bound, hereby agree as follows: 
 1.    Representations, Warranties and Covenants. Section 9(e) of each of the Guaranties is hereby amended
by deleting Section 9(e), the “Liquidity Ratio Certification” in its entirety, and substituting in lieu thereof a new Section 9(e), the “Fixed Charge Coverage Ratio” as follows: 
 “(e)    Fixed Charge Coverage Ratio. (a) Guarantor shall provide to Landlord within
forty-five days after the end of each fiscal quarter, a written calculation, prepared by Guarantor and certified by Guarantor’s chief financial officer, evidencing that Guarantor has maintained a Fixed Charge Coverage Ratio of at least 1.25:1
during the past four calendar 








 
quarters determined as set for below and, taken as a whole, based on the Quarterly Statements and Annual Statements delivered to Landlord pursuant to
Section 9.1(c) above. For purposes of this Guaranty, “Fixed Charge Coverage Ratio” shall mean the ratio of (i) EBITDAR less capital expenditures, to (ii) the sum of (a) Interest Expense plus (b) scheduled
amortization of the principle portion of all Indebtedness for money borrowed plus (c) Rentals plus (d) taxes paid in cash during such period by the Guarantor (including its consolidated Subsidiaries). In each case, the Fixed Charge Coverage
Ratio shall be determined as of the last day of each fiscal quarter for the four quarter period ending on such day. 
 For
purposes of the foregoing the following definitions shall apply: 
 “Capitalized Lease” of a Person means any
lease of property by such Person as lessee, which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP. 
 “Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be capitalized on a balance sheet of such Person prepared in
accordance with GAAP. 
 “Construction Mortgage Line” means that certain credit facility made available by
Toyota Motor Credit Corporation pursuant to that certain Master Loan Agreement dated December 31, 2002 among Toyota Motor Credit Corporation, Guarantor and certain Subsidiaries of Guarantor, as amended, modified, extended or restated and all
substitutes and replacements therefor. 
 “Contingent Obligation”, as applied to any Person, means any
contractual obligation, contingent or otherwise, of that Person with respect to any Indebtedness of another or other obligation or liability of another, including, without limitation, any such Indebtedness, obligation or liability of another
directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business), co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or
indirectly liable, including contractual obligations (contingent or otherwise) arising through any agreement to purchase, repurchase, or otherwise acquire such Indebtedness, obligation or liability or any security therefor, or to provide funds for
the payment or discharge thereof (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, or other financial condition, or to make payment other than for value
received. 
 “EBITDAR” shall mean, for any period, on a consolidated basis for Guarantor, the sum of the
amounts for such period, without duplication, of: 
  

	 	(i)	 Net Income; plus 


  

 2 









	 	(ii)	 Interest Expenses, to the extent deducted in computing Net Income; plus 


  

	 	(iii)	 Charges against income for foreign, federal, state and local taxes, to the extent deducted in computing Net Income; plus 


  

	 	(iv)	 Depreciation expense, to the extent deducted in computing Net Income; plus 


  

	 	(v)	 Amortization expense, including, without limitation, amortization of goodwill, other intangible assets and transaction costs, to the extent deducted in computing
Net Income; plus 


  

	 	(vi)	 Other non-cash charges classified as long-term deferrals in accordance with GAAP, to the extent deducted in computing Net Income; plus



  

	 	(vii)	 Rentals, to the extent deducted in computing Net Income; 


 minus 
 (i) Extraordinary gains (and any non-recurring
unusual gains arising outside the ordinary course of business and not included in extraordinary gains), in accordance with GAAP. 
 “Indebtedness” of any Person shall mean, without duplication, such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property or services (other than
accounts payable arising in the ordinary course of such Person’s business payable on the terms customary in trade), (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property or
assets now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances or other instruments, (v) Capitalized Lease Obligations, (vi) reimbursement obligations with respect to letters of credit
(other than commercial letters of credit) issued for the account of such Person, (vii) Off Balance Sheet Liabilities, (viii) the Construction Mortgage Line, (ix) Contingent Obligations in respect of obligations of another Person of
any type described in the foregoing clauses (i) through (viii). The amount of Indebtedness of any Person at any date shall be without duplication (a) the outstanding balance at such date of all unconditional obligations as described above
and the maximum liability of any such Contingent Obligations at such date and (b) in the case of Indebtedness of others secured by a lien to which the property or assets owned or held by such Person is subject, the lesser of the fair market
value at such date of any asset subject to a Lien securing the Indebtedness of others and the amount of the Indebtedness secured. 
 “Interest Expense” shall mean, for any period, the total interest expense of the Guarantor and its consolidated Subsidiaries, whether paid or accrued (including the interest component of Capitalized Leases, commitment and


  

 3 








 
letter of credit fees), but excluding Interest Expense not payable in cash (including amortization of discount). 
 “Net Income” means, for any period, the net earnings (or loss) after taxes of the Guarantor and its Subsidiaries on a
consolidated basis for such period taken as a single accounting period determined in conformity with GAAP. 
 “Off
Balance Sheet Liabilities” of a Person means (i) any repurchase obligation or liability of such Person or any of its Subsidiaries with respect to accounts or notes receivable sold by such Person or any of its Subsidiaries,
(ii) any liability under any sale and leaseback transactions which do not create a liability on the consolidated balance sheet of such Person, (iii) any liability under any financing lease or so-called “synthetic” lease
transaction, or (iv) any obligations arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheets of such Person
and its Subsidiaries. 
 “Person” means any individual, corporation, firm, enterprise, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company, limited liability company or other entity of any kind, or any government or political subdivision or any agency, department or instrumentality thereof.
“Rentals” of a Person shall mean the aggregate fixed amounts payable by such Person under any lease of real or personal property but does not include any amounts payable under Capitalized Leases of such Person. 
 “Rentals” of a Person shall mean the aggregate fixed amounts payable by such Person under any lease of real or personal
property but does not include any amounts payable under Capitalized Leases of such Person. 
 “Subsidiary” of
a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by
such Person and one or more of its Subsidiaries, or (ii) any partnership, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned
or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Guarantor.” 
 2. Ratification. Except as otherwise expressly modified by the terms of this Amendment, each Guaranty shall remain unchanged and continue in full force and effect. All terms, covenants and conditions of each
Guaranty not expressly modified herein are hereby confirmed and ratified and remain in full force and effect, and, as were amended hereby, constitute valid and binding obligations of Guarantor enforceable according to the terms thereof. 

 

 4 








 3. Authority. Guarantor hereby covenants and warrants that: (i) the Guarantor
is duly organized, validly existing and in good standing under the laws of the State of its organization, (ii) Guarantor has full right and authority to enter into this Amendment, and (iii) the persons signing on behalf of Guarantor is
authorized to do so on behalf of each such entity. 
 4. Binding Effect. All of the covenants contained in this
Amendment, including, but not limited to, all covenants of the Guaranty as modified hereby, shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives and permitted successors and
assigns. 
 5. Effectiveness. The submission of this Amendment shall not constitute an offer, and this Amendment shall
not be effective and binding, unless and until fully executed and delivered by each of the parties hereto. 
 6.
Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be an original, but all of which shall constitute one and the same Amendment. 
 7. Recitals. The foregoing recitals are intended to be a material part of this Amendment and are incorporated herein by this reference. 
 IN WITNESS WHEREOF, Guarantor has executed this Amendment as of the date first above written, and Landlord acknowledges and consents to
this Amendment. 
  

							
	 WITNESS
	 		 	GUARANTOR:
			
		 		 	 SONIC AUTOMOTIVE, INC.,

		 		 	 a Delaware corporation

				
	 /s/ Michael Dickerson
	 		 	 By:
	 	 /s/ Lee Wyatt

		 		 	 Name:
	 	  

		 		 	 Title:
	 	  


  

					
	LANDLORD:
	
	 CAPITAL AUTOMOTIVE L.P.,
 a Delaware Limited Partnership

		
	 By:        
	 	 Capital Automotive REIT, its
 General partner

			
		 	 By:
	 	 /s/ David S. Kay

		 	 Name:
	 	 David S. Kay

		 	 Title:
	 	 Senior Vice President,
 Chief Financial Officer & Treasurer


  

 5 









							
	CARS-DB4, L.P.
	 a Delaware Limited Partnership

		
	 By:    
	 	 CARS DBSPE4, INC.,

		 	 its general partner

			
		 	 By:
	 	 /s/ David S. Kay

		 	 Name:
	 	 David S. Kay

		 	 Title:
	 	 Senior Vice President,
 Chief Financial Officer & Treasurer

	
	CAR FAA II L.L.C.
	 a Delaware limited liability company

		
	 By:
	 	 CAPITAL AUTOMOTIVE L.P., a

		 	 Delaware Limited Partnership

			
		 	 By:
	 	 Capital Automotive REIT, a
 Maryland Real Estate Investment Trust
 Its:  General Partner

				
		 		 	 By:
	 	 /s/ David S. Kay

		 		 	 Name:
	 	 David S. Kay

		 		 	 Title:
	 	 Senior Vice President,
 Chief Financial Officer & Treasurer

	
	CARS CNI-2 L.P.
	 a Delaware Limited Partnership

		
	 By:
	 	 CARS CNISPE-2 INC.,

		 	 its general partner

			
		 	 By:
	 	 /s/ David S. Kay

		 	 Name:
	 	 David S. Kay

		 	 Its:
	 	 Senior Vice President,
 Chief
Financial Officer & Treasurer


  

 6 









									
	CAR 1 MOM L.P.
	 a Delaware Limited Partnership

		
	 By:    
	 	 CAR MOM INC.

		 	 its general partner

			
		 	 By:
	 	 /s/ David S. Kay

		 	 Name:
	 	 David S. Kay

		 	 Title:
	 	 Senior Vice President,
 Chief Financial Officer & Treasurer

	
	CAR 2 MOM L.P.
	 a Delaware Limited Partnership

		
	 By:
	 	 CAR MOM INC.

		 	 its general partner

			
		 	 By:
	 	 /s/ David S. Kay

		 	 Name:
	 	 David S. Kay

		 	 Title:
	 	 Senior Vice President,
 Chief
Financial Officer & Treasurer

	
	MMR HOLDINGS, L.L.C.
	 a North Carolina limited liability company

		
	 By:
	 	 CAR MMR L.L.C., its manager
 its managing member

			
		 	 By:
	 	 Capital Automotive L.P.
 its general partner

				
		 		 	 By:    
	 	 Capital Automotive REIT, a
 Maryland Real Estate Investment Trust

		 		 		 	 Its:  General Partner

					
		 		 		 	 By:
	 	 /s/ David S. Kay

		 		 		 	 Name:
	 	 David S. Kay

		 		 		 	 Title:
	 	 Senior Vice President,
 Chief Financial Officer & Treasurer


  

 7 









									
	MMR VIKING INVESTMENT ASSOCIATES L.P.
	a North Carolina limited partnership
		
	By:    	 	CAR MMR L.L.C., its manager
			
		 	By:	 	 Capital Automotive L.P.
 its managing member


				
		 		 	By:    	 	 Capital Automotive REIT
 its general Partner


					
		 		 		 	By:	 	 /s/ David S. Kay

		 		 		 	Name:	 	 David S. Kay

		 		 		 	Title:	 	 Senior Vice President,
 Chief Financial Officer & Treasurer

	
	MMR TENNESSEE, L.L.C.
	a North Carolina limited liability company
		
	By:	 	CAR MMR L.L.C., its manager
			
		 	By:	 	 Capital Automotive L.P.
 its managing member


				
		 		 	By:    	 	 Capital Automotive REIT
 its general Partner


					
		 		 		 	By:	 	 /s/ David S. Kay

		 		 		 	Name:	 	 David S. Kay

		 		 		 	Title:	 	 Senior Vice President,
 Chief Financial
Officer & Treasurer

	
	CAR SONFREE L.L.C.
	a Delaware limited liability company
		
	By:	 	CAPITAL AUTOMOTIVE L.P.,
		 	a Delaware Limited Partnership
			
		 	By:    	 	 Capital Automotive RElT, a
 Maryland Real
Estate Investment Trust
 Its:  General Partner

				
		 		 	By:	 	 /s/ David S. Kay

		 		 	Name:	 	 David S. Kay

		 		 	Title:	 	 Senior Vice President,
 Chief
Financial Officer & Treasurer


  

 8 









							
	CAR BSC L.L.C.
	a Delaware limited liability company
		
	By:    	 	CAPITAL AUTOMOTIVE L.P., a
		 	Delaware Limited Partnership
			
		 	By:	 	 Capital Automotive REIT, a
 Maryland Real Estate Investment Trust
 Its:  General Partner

				
		 		 	By:	 	 /s/ David S. Kay

		 		 	Name:	 	 David S. Kay

		 		 	Title:	 	 Senior Vice President,
 Chief Financial Officer & Treasurer

	
	  
 CAR SON CAP CHVY L.LC.

	a Delaware limited liability company
		
	By:	 	CAPITAL AUTOMOTIVE L.P., a
		 	Delaware Limited Partnership
			
		 	By:	 	 Capital Automotive REIT, a
 Maryland Real
Estate Investment Trust
 Its:  General Partner

				
		 		 	By:	 	 /s/ David S. Kay

		 		 	Name:	 	 David S. Kay

		 		 	Its:	 	 Senior Vice President,
 Chief Financial
Officer & Treasurer

	
	  
 CAR SON NSV L.P.

	a Delaware Limited Partnership
		
	By:	 	CAR MOM INC.
		 	its general partner
			
		 	By:	 	 /s/ David S. Kay

		 	Name:	 	 David S. Kay

		 	Its:	 	 Senior Vice President,
 Chief
Financial Officer & Treasurer


  

 9 









							
	CAR SON BAY L.P.
	a Delaware Limited Partnership
		
	By:    	 	CAR MOM INC.
		 	its general partner
			
		 	By:	 	 /s/ David S. Kay

		 	Name:	 	 David S. Kay

		 	Its:	 	 Senior Vice President,
 Chief Financial Officer & Treasurer

	
	  
 SRE SOUTH CAROLINA-1,
L.L.C.

	 a South Carolina limited liability company

		
	By:	 	CAPITAL AUTOMOTIVE L.P., a
		 	Delaware Limited Partnership
			
		 	By:	 	 Capital Automotive REIT, a
 Maryland Real Estate Investment Trust
 Its:  General Partner

				
		 		 	By:	 	 /s/ David S. Kay

		 		 	Name:	 	 David S. Kay

		 		 	Its:	 	 Senior Vice President,
 Chief Financial Officer & Treasurer

	
	  
 CAR SON MAS L.P.

	a Delaware Limited Partnership
		
	By:	 	CAR MOM INC.
		 	its general partner
			
		 	By:	 	 /s/ David S. Kay

		 	Name:	 	 David S. Kay

		 	Its:	 	 Senior Vice President,
 Chief
Financial Officer & Treasurer


  

 10 









							
	CAR SON MAS TN L.L.C.
	a Delaware limited liability company
		
	By:    	 	CAPITAL AUTOMOTIVE L.P., a
		 	Delaware Limited Partnership
			
		 	By:    	 	 Capital Automotive REIT, a
 Maryland Real
Estate Investment Trust
 Its:  General Partner

				
		 		 	By:	 	 /s/ David S. Kay

		 		 	Name:	 	 David S. Kay

		 		 	Its:	 	 Senior Vice President,
 Chief Financial Officer & Treasurer



							
	
	  
 CAR SON MAS GAR L.P.

	a Delaware Limited Partnership
		
	By:  	 	CAR MOM INC.
		 	its general partner
			
		 	  By:	 	 /s/ David S. Kay

		 	  Name:	 	 David S. Kay

		 	  Its:	 	 Senior Vice President,
 Chief Financial Officer & Treasurer

	
	  
 CAR SON NSV II L.P.

	a Delaware Limited Partnership
		
	By:	 	CAR MOM INC.
		 	its general partner
			
		 	  By:	 	 /s/ David S. Kay

		 	  Name:	 	 David S. Kay

		 	  Its:	 	 Senior Vice President,
 Chief Financial Officer & Treasurer

	
	CAR SON PARR L.P.
	a Delaware Limited Partnership
		
	By:	 	CAR MOM INC.
		 	its general partner
			
		 	  By:	 	 /s/ David S. Kay

		 	  Name:	 	 David S. Kay

		 	  Its:	 	 Senior Vice President,
 Chief Financial Officer & Treasurer


  

 11 









							
	CAR SON MCKNY II L.P.
	a Delaware Limited Partnership
		
	By: 	 	CAR MOM INC.
		 	its general partner
			
		 	    By:	 	 /s/ David S. Kay

		 	    Name:	 	 David S. Kay

		 	    Its:	 	 Senior Vice President,
 Chief Financial Officer & Treasurer


  

							
	
	  
 CAR SON IRON II L.L.C.

	a Delaware limited liability company
		
	By:	 	CAPITAL AUTOMOTIVE L.P., a
		 	  Delaware Limited Partnership
			
		 	    By:	 	 Capital Automotive REIT, a
 Maryland Real
Estate Investment Trust
 Its:  General Partner

				
		 		 	By:	 	 /s/ David S. Kay

		 		 	Name:	 	 David S. Kay

		 		 	Its:	 	 Senior Vice President,
 Chief Financial Officer & Treasurer

	
	  
 CAR SON IRON L.L.C.

	a Delaware limited liability company
		
	By:	 	CAPITAL AUTOMOTIVE L.P., a
		 	  Delaware Limited Partnership
			
		 	    By:	 	 Capital Automotive REIT, a
 Maryland Real
Estate Investment Trust
 Its:  General Partner

				
		 		 	By:	 	 /s/ David S. Kay

		 		 	Name:	 	 David S. Kay

		 		 	Its:	 	 Senior Vice President,
 Chief Financial Officer & Treasurer


  

 12 









							
	CAR SON NEWSOME II L.L.C.
	a Delaware limited liability company
		
	By:	 	CAPITAL AUTOMOTIVE L.P., a
		 	  Delaware Limited Partnership
			
		 	  By:	 	 Capital Automotive REIT, a
 Maryland Real Estate Investment Trust
 Its:  General Partner

				
		 		 	    By:	 	 /s/ David S. Kay

		 		 	    Name:	 	 David S. Kay

		 		 	    Its:	 	 Senior Vice President,
 Chief Financial Officer & Treasurer

	
	  
 SRE MICHIGAN-2, L.L.C.

	a Michigan limited liability company
		
	By:	 	CAPITAL AUTOMOTIVE L.P., a
		 	  Delaware Limited Partnership
			
		 	  By:	 	 Capital Automotive REIT, a
 Maryland Real
Estate Investment Trust
 Its:  General Partner

				
		 		 	    By:	 	 /s/ David S. Kay

		 		 	    Name:	 	 David S. Kay

		 		 	    Its:	 	 Senior Vice President,
 Chief Financial
Officer & Treasurer



							
	
	  
 CAR SON CHAR L.L.C.

	a Delaware limited liability company
		
	By:	 	CAPITAL AUTOMOTIVE L.P., a
		 	  Delaware Limited Partnership
			
		 	  By:	 	 Capital Automotive REIT, a
 Maryland Real
Estate Investment Trust
 Its:  General Partner

				
		 		 	    By:	 	 /s/ David S. Kay

		 		 	    Name:	 	 David S. Kay

		 		 	    Its:	 	 Senior Vice President,
 Chief Financial Officer & Treasurer


  

 13 









					
	
	CAR SON STAR L.P.
	a Delaware Limited Partnership
		
	By:  	 	CAR MOM INC.
		 	its general partner
			
		 	    By:	 	 /s/ David S. Kay

		 	    Name:	 	 David S. Kay

		 	    Its:	 	 Senior Vice President,
 Chief Financial Officer & Treasurer


  

 14 








 Schedule A - Lease Agreements 
  

											
	 Landlord
	 	 Tenant
	 	 Property Name
	 	 Property ID
	 	Lease
Start Date	 	Date of
Guaranty
	CARS-DB4, L.P.	 	Sonic - Denver T, Inc.	 	Douglas Motors	 	CRO-002	 	3/31/1998	 	3/17/2003
	CAR FAA II L.L.C.	 	First America Automotive, Inc.	 	First America - San Rafael	 	FIR-002	 	1/15/1999	 	12/19/2000
	CARS-DB4, L.P.	 	First America Automotive, Inc.	 	Kramer Honda Volvo	 	FIR-003 & 004	 	11/10/1999	 	1/31/2000
	CARS CN1-2 L.P.	 	Momentum Motor Cars, Ltd.	 	Momentum Jaguar/Porsche/Saab	 	MOM-001	 	9/1/1998	 	4/16/2004
	CARS CN1-2 L.P.	 	Sonic Momentum B, L.P.	 	Momentum BMW	 	MOM-002	 	12/4/1998	 	7/1/2004
	CARS CN1-2 L.P.	 	Sonic Momentum B, L.P.	 	Momentum Paint & Body	 	MOM-004	 	9/1/1998	 	7/1/2004
	Capital Automotive LP	 	Memorial Motorcars, Ltd.	 	Performance Land Rover	 	MOM-006	 	5/17/1999	 	4/16/2004
	CAR 1 MOM, L.P.	 	SRE Texas-7, L.P.	 	Momentum/Advantage BMW	 	MOM-007	 	7/27/2000	 	7/1/2004
	CAR 2 MOM, L.P.	 	Richmond Lease Holdings, LLC	 	Momentum Audi	 	MOM-010	 	7/10/2002	 	4/16/2004
	CAR 2 MOM, L.P.	 	Memorial Motorcars, Ltd.	 	Advantage Volkswagen Northwest	 	MOM-011	 	6/28/2002	 	8/5/2003
	CARS-DB4, L.P.	 	Motorcars of Clear Lake, L.P.	 	Clear Lake VW	 	MOM-012	 	10/10/2002	 	8/5/2003
	CARS-DB4, L.P.	 	Sonic Automotive, Inc.	 	Clearwater Toyota	 	SON-001 & 002	 	9/18/1998	 	7/31/2002
	MMR Holdings, LLC	 	Town & Country Ford, Inc.	 	Town & Country Ford (Parcel 1)	 	SON-003	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Town & Country Ford, Inc.	 	Town & Country Ford (Parcel 2, Chartown Site)	 	SON-004	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Marcus David Corporation, Inc.	 	Town & Country Toyota	 	SON-005	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic Automotive-9103 E. Independence, NC, LLC	 	Infiniti of Charlotte	 	SON-006	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Frontier Oldsmobile-Cadillac, Inc.	 	Fitzgerald Chevrolet (aka Freedom Chevrolet)	 	SON-011	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic Automotive-4000 W. Broad Street, Columbus, Inc.	 	Westside Dodge	 	SON-012	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic Automotive-1500 Auto Mall Drive, Columbus, Inc.	 	Toyota West	 	SON-013	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic Automotive-1400 Auto Mall Drive, Columbus, Inc.	 	Hatfield Hyundai	 	SON-014	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic Automotive-1495 Auto Mall Drive, Columbus, Inc.	 	Hatfield Lincoln Mercury	 	SON-015	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic Automotive-1455 Auto Mall Drive, Columbus, Inc.	 	Hatfield VW-Jeep-Eagle West	 	SON-016	 	8/13/1999	 	8/13/1999
	MMR Viking Investment Associates, LP	 	Sonic Automotive-5221 I-10 East, Texas, L.P.	 	Ron Craft Chrysler-Plymouth Jeep (Cass Chrysler)	 	SON-017	 	8/13/1999	 	8/13/1999
	MMR Viking Investment Associates, LP	 	Sonic-Reading, LP	 	Reading Buick, Pontiac, GMC, Toyota	 	SON-018	 	8/13/1999	 	8/13/1999
	MMR Viking Investment Associates, LP	 	Sonic-Lute Riley, LP	 	Lute Riley Honda	 	SON-019	 	8/13/1999	 	8/13/1999
	MMR Viking Investment Associates, LP	 	Sonic Automotive of Texas, LP	 	Lone Star Ford	 	SON-020	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic Automotive-1720 Mason Ave., DB, Inc.	 	Higginbothom Mercedes	 	SON-023	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic Automotive Bondesen, Inc.	 	Fred Bondesen Chevy-Olds-Cadillac	 	SON-024	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic Automotive-1919 N. Dixie Highway, NSB, Inc.	 	Higginbothom Chevy-Olds	 	SON-028	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic Automotive-3741 S. Nova Rd., PO, Inc.	 	HMC Finance Office Building	 	SON-029	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic-Shottenkirk, Inc.	 	Shottenkirk Honda and Pensacola Raw Land Parcel	 	SON-030 & 069	 	9/1/1999	 	9/1/1999
	MMR Holdings, LLC	 	Sonic 5260 Peachtree Industrial Blvd, LLC	 	Dyer & Dyer Volvo 2	 	SON-031	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic-Global Imports, LP	 	Global BMW	 	SON-032	 	8/13/1999	 	8/13/1999
	MMR Tennessee, LLC	 	Sonic Automotive Chattanooga, LLC	 	BMW-Volvo of Chattanooga	 	SON-035	 	8/13/1999	 	8/13/1999
	MMR Tennessee, LLC	 	Sonic Automotive-6025 International Drive, LLC	 	Kia-Volkswagon of Chattanooga	 	SON-036	 	8/13/1999	 	8/13/1999
	MMR Tennessee, LLC	 	Sonic 2490 South Lee Hwy, LLC	 	Cleveland Village Honda	 	SON-040	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic-North Charleston, Inc.	 	North Charleston Lincoln-Mercury Hyundai	 	SON-048	 	8/17/1999	 	8/17/1999
	MMR Holdings, LLC	 	Sonic Automotive 2752 Laurens Road, Greenville, Inc.	 	Century BMW-Greenville	 	SON-049	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic-Newsome Chevrolet World, Inc.	 	Newsome Chevrolet World	 	SON-050	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic-Newsome of Florence, Inc.	 	Newsome Automotive (BMW, Mercedes)	 	SON-051	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Fort Mill Ford, Inc.	 	Fort Mill Ford	 	SON-052	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic Automotive-2424 Laurens Road, Greenville, Inc.	 	Heritage Lincoln-Mercury	 	SON-054	 	8/13/1999	 	8/13/1999
	MMR Holdings, LLC	 	Sonic-Manhattan Fairfax, Inc.	 	Manhattan BMW of Fairfax	 	SON-055 & 056	 	8/13/1999	 	8/13/1999
	CAR SONFREE, LLC	 	Sonic-FM Automotive, LLC, Sonic FM, Inc., Sonic Freeland, Inc, Sonic-FM Nissan, Inc.	 	Freeland Auto Park	 	SON-062,63,64,68	 	11/4/1999	 	11/14/1999
	CAR BSC, L.L.C.	 	Sonic-Montgomery FLM, Inc.	 	Blount Strange Ford Lincoln Mercury	 	SON-065	 	3/3/2000	 	3/3/2000
	CAR BSC, L.L.C.	 	Cobb Pontiac Cadillac, Inc.	 	Cobb Pontiac Cadillac	 	SON-066	 	3/3/2000	 	3/3/2000
	CAR SONFREE, LLC	 	Sonic-FM Automotive, LLC; Sonic-FM, Inc.; Sonic-Freeland, Inc. and Sonic-FM Nissan, Inc.	 	Fort Myers Raw Land (Freeland Honda Parking Lot)	 	SON-062	 	9/30/2000	 	11/4/1999
	MMR Holdings, LLC	 	Sonic-Shottenkirk, Inc.	 	Pensacola Raw Land Parcel (Shottenkirk Honda Lot)	 	SEE SON-030	 	9/30/2000	 	9/1/1999
	CAR SON CAP CHVY L.L.C.	 	SRE Alabama-1, LLC	 	Capital Chevrolet	 	SON-070	 	9/28/2000	 	9/28/2000
	CAR SON NSV, L.P.	 	Sonic-Carrollton V, L.P.	 	Volvo of Dallas	 	SON-071	 	10/8/2000	 	10/8/2000
	CAR SON BAY L.P.	 	Sonic Automotive-3401 N. Main, TX, L.P.	 	Ron Craft Chevrolet-Cadillac/Baytown Ford	 	SON-072	 	12/19/2000	 	12/19/2000
	SRE SOUTH CAROLINA-1, LLC	 	Town & Country Chrsler-Plymouth-Jeep of Rock Hill, Inc.	 	Fort Mill Ford, Inc./Fort Mill Chrysler Jeep, Inc.	 	SON-073	 	12/19/2000	 	12/19/2000
	CARS-DB4, L.P.	 	Sonic-Fort Worth T, L.P.	 	McKinney Toyota	 	SON-074	 	1/23/2001	 	1/22/2001









											
	CARS CN1-2 L.P.	 	Sonic - West Reno Chevrolet, Inc.	 	City Chevrolet	 	SON-075	 	10/16/2001	 	10/16/2001
	CARS-DB4, L.P.	 	Lawrence Marshall Chevrolet, L.P.	 	Lone Star Chevrolet	 	SON-076	 	10/31/2001	 	10/29/2001
	CAR SON MAS L.P.	 	Sonic-Plymouth Cadillac, Inc.	 	Don Massey Cadillac	 	SON-077	 	3/29/2002	 	3/29/2002
	CAR SON MAS L.P.	 	Sonic-Capitol Cadillac, Inc.	 	Capitol Cadillac	 	SON-078	 	3/29/2002	 	3/29/2002
	CAR SON MAS L.P.	 	Sonic-Englewood M, Inc.	 	Don Massey Used Car Center & Body Shop	 	SON-079	 	3/29/2002	 	3/29/2002
	CAR SON MAS TN L.L.C.	 	Sonic-Crest Cadillac, LLC	 	Crest Cadillac	 	SON-080	 	3/29/2002	 	3/29/2002
	CAR SON MAS TN L.L.C.	 	Sonic-Crest H, LLC	 	Crest Honda World	 	SON-081	 	5/20/2002	 	5/20/2002
	CAR SON MAS L.P.	 	Sonic-North Cadillac, Inc.	 	Massey Cadillac	 	SON-082	 	3/29/2002	 	3/29/2002
	CAR SON MAS L.P.	 	Sonic-North Cadillac, Inc.	 	Massey Cadillac (Satellite)	 	SON-083	 	3/29/2002	 	3/29/2002
	CAR SON MAS L.P.	 	Sonic-Sanford Cadillac, Inc.	 	Massey Cadillac Olds	 	SON-084	 	3/29/2002	 	3/29/2002
	CAR SON MAS L.P.	 	Massey Cadillac, Inc.	 	Massey Cadillac	 	SON-085	 	3/29/2002	 	3/29/2002
	CAR SON MAS L.P.	 	Massey Cadillac, Inc.	 	Massey Cadillac Body Shop	 	SON-086	 	3/29/2002	 	3/29/2002
	CAR SON MAS L.P.	 	Arngar, Inc.	 	Arnold Palmer Cadillac	 	SON-087	 	3/29/2002	 	3/29/2002
	CAR SON MAS GAR, L.P.	 	Sonic-Cadillac D, L.P.	 	Massey Cadillac	 	SON-088	 	6/28/2002	 	6/28/2002
	CARS CN1-2 L.P.	 	FAA Las Vegas H, Inc.	 	Honda West	 	SON-089	 	3/29/2002	 	3/29/2002
	CAR SON NSV II, L.P.	 	Sonic-Houston V, L.P.	 	Volvo of Houston & Volvo Body Shop	 	SON-090 & 091	 	3/29/2002	 	3/29/2002
	CAR SON PARR L.P.	 	Sonic-Frank Parra Autoplex, L.P.	 	Parra Autoplex	 	SON-092, 093, 094	 	7/3/2002	 	7/2/2002
	CARS CN1-2 L.P.	 	Sonic-Calabasas A, Inc.	 	Acura 101 West	 	SON-095	 	7/16/2002	 	7/15/2002
	CAR SON MCKNY II L.P.	 	Sonic-Fort Worth T, L.P.	 	McKinney Toyota New	 	SON-096	 	12/23/2002	 	12/23/2002
	CAR SON IRON II L.L.C.	 	Sonic-Williams Buick, Inc.	 	Tom Williams Collision Center	 	SON-097	 	9/16/2003	 	9/18/2003
	CAR SON IRON L.L.C.	 	Sonic Development, LLC	 	Tom Williams Auto Mall	 	SON-098	 	9/30/2003	 	9/30/2003
	CAR SON NEWSOME II L.L.C.	 	Sonic - Newsome Chevrolet World, Inc.	 	Capitol Chevrolet	 	SON-099	 	12/23/2003	 	12/23/2003
	SRE Michigan—2, LLC	 	Sonic - Ann Arbor Imports, Inc.	 	BMW of Ann Arbor	 	SON-100	 	6/28/2004	 	6/28/2004
	CAR SON CHAR L.L.C.	 	Sonic Automotive	 	Infiniti of Charlotte Parking Lot	 	SON-101	 	12/30/2004	 	12/30/2004
	CAR SON STAR L.P.	 	Sonic - LS Chevrolet, L.P.	 	Lonetree Chevrolet Parking Lot	 	SON-102	 	12/30/2004	 	12/30/2004