Amendment No. 1



 Exhibit 10.1 
 AMENDMENT NO. 1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)
dated as of April 19, 2012 (the “Agreement Date”) and effective as of March 31, 2012 (the “Effective Date”) is made by and among SONIC AUTOMOTIVE, INC., a Delaware corporation (the
“Company”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., a national banking association
organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement referred to below) (in such capacity, the
“Administrative Agent”), and as Swing Line Lender and L/C Issuer and each of the Loan Parties (as defined in the Credit Agreement) signatory hereto. 
 W I T N E S S E T H: 
 WHEREAS, the Company, the Administrative
Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association, as an L/C Issuer, and the lender parties thereto have entered into that certain Second Amended and Restated Credit Agreement dated as of July 8, 2011 (as hereby
amended and as from time to time further amended, modified, supplemented, restated, or amended and restated, the “Credit Agreement”; capitalized terms used in this Agreement and not otherwise defined herein shall have the
respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have made available to the Company a revolving credit facility, including a letter of credit subfacility and a swing line subfacility; and 

WHEREAS, each of the Subsidiary Guarantors has entered into the Subsidiary Guaranty pursuant to which each has guaranteed the
payment and performance of the obligations of the Company under the Credit Agreement and other Loan Documents; and 

WHEREAS, the Company and the respective Loan Parties that are parties thereto have entered into the Security Agreement, the Escrow
Security Agreement, the Pledge Agreement and other Security Instruments, securing the Obligations under the Credit Agreement and other Loan Documents; and 
 WHEREAS, the Company has advised the Administrative Agent and the Lenders that the Loan Parties desire to amend certain provisions of the Credit Agreement as set forth below, and the Administrative
Agent and the Lenders signatory hereto are willing to effect such amendment on the terms and conditions contained in this Agreement; 
 NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 







 1. Amendments to Credit Agreement. Subject to the terms and conditions set forth
herein, Section 7.11(a) of the Credit Agreement is amended, so that, as amended, such section shall read as follows: 
  

	 	(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) to be less than 1.05 to 1.00. 

 2. Effectiveness; Conditions Precedent.
This Agreement and the amendments to the Credit Agreement herein provided shall become effective as of the Effective Date, upon the Administrative Agent’s receipt of counterparts of this Agreement, duly executed by the Company, each Subsidiary
Guarantor, Sonic Financial, the Administrative Agent, and Lenders constituting Required Lenders. 
 3. Consent of the Loan
Parties. Each Subsidiary Guarantor hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies in all respects the Subsidiary Guaranty (including without limitation the continuation of such
Subsidiary Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Agreement and the amendments contemplated hereby) and the enforceability of such Subsidiary Guaranty against such Subsidiary
Guarantor in accordance with its terms. Each Loan Party hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies in all respects each Security Instrument to which such Loan Party is a party
(including without limitation the continuation of the perfection and priority of each Lien thereunder upon and after the effectiveness of this Agreement and the amendments contemplated hereby) and the enforceability of such Security Instrument
against such Loan Party in accordance with its terms. 
 4. Representations and Warranties. In order to induce the
Administrative Agent and the Lenders to enter into this Agreement, each Loan Party represents and warrants to the Administrative Agent and the Lenders as follows: 

(a) The representations and warranties made by each Loan Party in Article V of the Credit Agreement and in each of
the other Loan Documents to which such Loan Party is a party are true and correct on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date in which case they are true and correct
as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement will be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; 
 (b) The Persons
appearing as Subsidiary Guarantors on the signature pages to this Agreement constitute all Persons who are required to be Subsidiary Guarantors pursuant to the terms of the Credit Agreement and the other Loan Documents, including without limitation
all Persons who became Subsidiaries or were otherwise required to become Subsidiary Guarantors after the Closing Date, and each of such Persons has become and remains a party to a Subsidiary Guaranty as a guarantor thereunder; 

  
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 (c) This Agreement has been duly authorized, executed and delivered by the
Company and each of the other Loan Parties party hereto and constitutes a legal, valid and binding obligation of each such party, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors’ rights generally; and 
 (d) No Default or
Event of Default has occurred and is continuing. 
 5. Entire Agreement. This Agreement, together with all the Loan
Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among
the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in
relation to the subject matter hereof or thereof. None of the terms or conditions of this Agreement may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit
Agreement. 
 6. Full Force and Effect of Agreement. Except as hereby specifically amended, modified or supplemented, the
Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to their respective terms. 

7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as
against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic delivery (including by
..pdf) shall be effective as delivery of a manually executed counterpart of this Agreement. 
 8. Governing Law. This
Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of North Carolina applicable to contracts executed and to be performed entirely within such State, and shall be further subject to the provisions
of Section 10.14 of the Credit Agreement. 
 9. Enforceability. Should any one or more of the provisions of
this Agreement be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto. 

10. References. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement,
as amended hereby. 

  
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 11. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Company, each of the other Loan Parties, the Administrative Agent, the Lenders, and their respective successors, legal representatives, and assignees to the extent such assignees are permitted assignees as provided in
Section 10.06 of the Credit Agreement. 
 [Signature pages follow.] 

  
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 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.
		
	By:	 	 /s/ David P. Cosper

	Name:	 	 David P. Cosper

	Title:	 	 Vice Chairman and Chief Financial Officer




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 









	
	REVOLVING SUBSIDIARY GRANTORS:
	
	ADI OF THE SOUTHEAST, LLC
	ANTREV, LLC
	ARNGAR, INC.
	AUTOBAHN, INC.
	AVALON FORD, INC.
	FAA AUTO FACTORY, INC.
	FAA BEVERLY HILLS, INC.
	FAA CAPITOL N, INC.
	FAA CONCORD H, INC.
	FAA CONCORD T, INC.
	FAA DUBLIN N, INC.
	FAA DUBLIN VWD, INC.
	FAA HOLDING CORP.
	FAA LAS VEGAS H, INC.
	FAA POWAY H, INC.
	FAA POWAY T, INC.
	FAA SAN BRUNO, INC.
	FAA SANTA MONICA V, INC.
	FAA SERRAMONTE, INC.
	FAA SERRAMONTE H, INC.
	FAA SERRAMONTE L, INC.
	FAA STEVENS CREEK, INC.
	FAA TORRANCE CPJ, INC.
	FIRSTAMERICA AUTOMOTIVE, INC.
	FORT MILL FORD, INC.
	FORT MYERS COLLISION CENTER, LLC
	FRANCISCAN MOTORS, INC.
	KRAMER MOTORS INCORPORATED
	L DEALERSHIP GROUP, INC.
	MARCUS DAVID CORPORATION
	MASSEY CADILLAC, INC.
	MOUNTAIN STATES MOTORS CO., INC.
	ONTARIO L, LLC
	SAI AL HC1, INC.
	SAI AL HC2, INC.


  

			
	 By:
	 	 /s/ David P. Cosper

	 Name:
	 	 David P. Cosper

	 Title:
	 	 Vice President and Treasurer




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 









	
	REVOLVING SUBSIDIARY GRANTORS:
	
	 SAI ANN ARBOR IMPORTS, LLC

	 SAI ATLANTA B, LLC

	 SAI BROKEN ARROW C, LLC

	 SAI CHARLOTTE M, LLC

	 SAI COLUMBUS MOTORS, LLC

	 SAI COLUMBUS VWK, LLC

	 SAI FL HC2, INC.

	 SAI FL HC3, INC.

	 SAI FL HC4, INC.

	 SAI FL HC7, INC.

	 SAI FORT MYERS B, LLC

	 SAI FORT MYERS H, LLC

	 SAI FORT MYERS M, LLC

	 SAI FORT MYERS VW, LLC

	 SAI IRONDALE IMPORTS, LLC

	 SAI LONG BEACH B, INC.

	 SAI MD HC1, INC.

	 SAI MONROVIA B, INC.

	 SAI MONTGOMERY B, LLC

	 SAI MONTGOMERY BCH, LLC

	 SAI MONTGOMERY CH, LLC

	 SAI NASHVILLE CSH, LLC

	 SAI NASHVILLE H, LLC

	 SAI NASHVILLE M, LLC

	 SAI NASHVILLE MOTORS, LLC

	 SAI OK HC1, INC.

	 SAI OKLAHOMA CITY C, LLC

	 SAI OKLAHOMA CITY H, LLC

	 SAI ORLANDO CS, LLC

	 SAI RIVERSIDE C, LLC

	 SAI ROCKVILLE IMPORTS, LLC

	 SAI SANTA CLARA K, INC.

	 SAI TN HC1, LLC

	 SAI TN HC2, LLC

	 SAI TN HC3, LLC

	 SAI TULSA N, LLC

	 SANTA CLARA IMPORTED CARS, INC.

	 SONIC – 2185 CHAPMAN RD., CHATTANOOGA, LLC

	 SONIC – CALABASAS V, INC.



  

			
	 By:
	 	 /s/ David P. Cosper

	Name:	 	 David P. Cosper

	 Title:
	 	 Vice President and Treasurer




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 









	
	REVOLVING SUBSIDIARY GRANTORS:
	
	 SONIC – CARSON F, INC.

	 SONIC – COAST CADILLAC, INC.

	 SONIC – DENVER T, INC.

	 SONIC – DOWNEY CADILLAC, INC.

	 SONIC – ENGLEWOOD M, INC.

	 SONIC – LAS VEGAS C EAST, LLC

	 SONIC – LAS VEGAS C WEST, LLC

	 SONIC – LLOYD NISSAN, INC.

	 SONIC – LLOYD PONTIAC – CADILLAC, INC.

	 SONIC – LONE TREE CADILLAC, INC.

	 SONIC – LS, LLC

	 SONIC – MANHATTAN FAIRFAX, INC.

	 SONIC – MASSEY CHEVROLET, INC.

	 SONIC – NEWSOME CHEVROLET WORLD, INC.

	 SONIC – NEWSOME OF FLORENCE, INC.

	 SONIC – NORTH CHARLESTON DODGE, INC.

	 SONIC – SANFORD CADILLAC, INC.

	 SONIC – SHOTTENKIRK, INC.

	 SONIC – STEVENS CREEK B, INC.

	 SONIC – WILLIAMS CADILLAC, INC.

	 SONIC AGENCY, INC.

	 SONIC AUTOMOTIVE – 1720 MASON AVE., DB, INC.

	 SONIC AUTOMOTIVE – 1720 MASON AVE., DB, LLC

	 SONIC AUTOMOTIVE – 6008 N. DALE MABRY, FL, INC.

	 SONIC AUTOMOTIVE – 9103 E. INDEPENDENCE, NC, LLC

	 SONIC AUTOMOTIVE 2752 LAURENS RD., GREENVILLE, INC.

	 SONIC AUTOMOTIVE 5260 PEACHTREE INDUSTRIAL BLVD., LLC

	 SONIC AUTOMOTIVE F&I, LLC

	 SONIC AUTOMOTIVE OF CHATTANOOGA, LLC

	 SONIC AUTOMOTIVE OF NASHVILLE, LLC

	 SONIC AUTOMOTIVE OF NEVADA, INC.

	 SONIC AUTOMOTIVE SUPPORT, LLC

	 SONIC AUTOMOTIVE WEST, LLC



  

			
	By:	 	 /s/ David P. Cosper

	Name:	 	 David P. Cosper

	Title:	 	 Vice President and Treasurer




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 









	
	REVOLVING SUBSIDIARY GRANTORS:
	
	 SONIC AUTOMOTIVE-3700 WEST BROAD STREET, COLUMBUS, INC.

	 SONIC AUTOMOTIVE-4000 WEST BROAD STREET, COLUMBUS, INC.

	 SONIC CALABASAS M, INC.

	 SONIC DEVELOPMENT, LLC

	 SONIC DIVISIONAL OPERATIONS, LLC

	 SONIC FREMONT, INC.

	 SONIC OF TEXAS, INC.

	 SONIC RESOURCES, INC.

	 SONIC SANTA MONICA M, INC.

	 SONIC SANTA MONICA S, INC.

	 SONIC TYSONS CORNER H, INC.

	 SONIC TYSONS CORNER INFINITI, INC.

	 SONIC WALNUT CREEK M, INC.

	 SONIC WILSHIRE CADILLAC, INC.

	 SONIC – BUENA PARK H, INC.

	 SONIC – CALABASAS A, INC.

	 SONIC – CAPITOL CADILLAC, INC.

	 SONIC – CAPITOL IMPORTS, INC.

	 SONIC – CARSON LM, INC.

	 SONIC – HARBOR CITY H, INC.

	 SONIC – PLYMOUTH CADILLAC, INC.

	 SONIC – SATURN OF SILICON VALLEY, INC.

	 SONIC – SERRAMONTE I, INC.

	 SONIC – VOLVO LV, LLC

	 SONIC – WEST COVINA T, INC.

	 SRE ALABAMA – 2, LLC

	 SRE ALABAMA – 5, LLC

	 SRE CALIFORNIA – 1, LLC

	 SRE CALIFORNIA – 2, LLC

	 SRE CALIFORNIA – 3, LLC

	 SRE CALIFORNIA – 4, LLC

	 SRE CALIFORNIA – 5, LLC

	 SRE CALIFORNIA – 7 SCB, LLC

	 SRE CALIFORNIA – 8 SCH, LLC

	 SRE COLORADO – 1, LLC

	 SRE FLORIDA – 1, LLC

	 SRE FLORIDA – 2, LLC

	 SRE HOLDING, LLC

	 SRE OKLAHOMA – 1, LLC



  

			
	By:	 	 /s/ David P. Cosper

	Name:	 	 David P. Cosper

	Title:	 	 Vice President and Treasurer




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 









	
	REVOLVING SUBSIDIARY GRANTORS:
	
	 SRE OKLAHOMA – 2, LLC

	 SRE OKLAHOMA – 5, LLC

	 SRE SOUTH CAROLINA – 2, LLC

	 SRE SOUTH CAROLINA – 3, LLC

	 SRE SOUTH CAROLINA – 4, LLC

	 SRE TENNESSEE – 4, LLC

	 SRE VIRGINIA – 1, LLC

	 STEVENS CREEK CADILLAC, INC.

	 TOWN AND COUNTRY FORD, INCORPORATED

	 WINDWARD, INC.

	 Z MANAGEMENT, INC.



  

			
	By:	 	 /s/ David P. Cosper

	Name:	 	 David P. Cosper

	Title:	 	 Vice President and Treasurer



  

									
	 SAI GA HC1, LP

	 SONIC – STONE MOUNTAIN T, L.P.

	 SONIC PEACHTREE INDUSTRIAL BLVD., L.P.

		
	By:	 	 SAI GEORGIA, LLC, as Sole General Partner

			
		 	 By:
	 	SONIC AUTOMOTIVE OF NEVADA, INC., as Sole Member
				
		 		 	By:	 	 /s/ 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:	 	 /s/ David P. Cosper

		 	Name:	 	 David P. Cosper

		 	Title:	 	Vice President and Treasurer



  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 









	
	REVOLVING SUBSIDIARY GRANTORS:
	
	 PHILPOTT MOTORS, LTD.

	 SONIC – CADILLAC D, L.P.

	 SONIC – CAMP FORD, L.P.

	 SONIC – CARROLLTON V, L.P.

	 SONIC – FORT WORTH T, L.P.

	 SONIC – FRANK PARRA AUTOPLEX, L.P.

	 SONIC – HOUSTON V, L.P.

	 SONIC – LUTE RILEY, L.P.

	 SONIC – RICHARDSON F, L.P.

	 SONIC – UNIVERSITY PARK A, L.P.

	 SONIC ADVANTAGE PA, L.P.

	 SONIC AUTOMOTIVE – 3401 N. MAIN, TX, L.P.

	 SONIC AUTOMOTIVE – 4701 I-10 EAST, TX, L.P.

	 SONIC AUTOMOTIVE OF TEXAS, L.P.

	 SONIC HOUSTON JLR, LP

	 SONIC HOUSTON LR, L.P.

	 SONIC MOMENTUM B, L.P.

	 SONIC MOMENTUM JVP, L.P.

	 SONIC MOMENTUM VWA, L.P.

	 SONIC – CLEAR LAKE VOLKSWAGEN, L.P.

	 SONIC – JERSEY VILLAGE VOLKSWAGEN, L.P.

	 SRE TEXAS – 1, L.P.

	 SRE TEXAS – 2, L.P.

	 SRE TEXAS – 3, L.P.

	 SRE TEXAS – 4, L.P.

	 SRE TEXAS – 5, L.P.

	 SRE TEXAS – 6, L.P.

	 SRE TEXAS – 7, L.P.

	 SRE TEXAS – 8, L.P.



  

					
	By:	 	SONIC OF TEXAS, INC., as Sole General Partner
			
		 	By:	 	 /s/ David P. Cosper

		 	Name:	 	 David P. Cosper

		 	Title:	 	 Vice President and Treasurer

	
	SAI CLEARWATER T, LLC
		
	By:	 	SAI FL HC2, INC., as Sole Member
			
		 	By:	 	 /s/ David P. Cosper

		 	Name:	 	 David P. Cosper

		 	Title:	 	 Vice President and Treasurer




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
					
	REVOLVING SUBSIDIARY GRANTORS:
	
	SAI COLUMBUS T, LLC
		
	By:	 	SONIC AUTOMOTIVE, INC., as Sole Member
			
		 	By:	 	 /s/ David P. Cosper

		 	Name:	 	 David P. Cosper

		 	Title:	 	 Vice President and Treasurer



  

					
	SAI GEORGIA, LLC
		
	By:	 	SONIC AUTOMOTIVE OF NEVADA, INC., as Sole Member
			
		 	By:	 	 /s/ David P. Cosper

		 	Name:	 	 David P. Cosper

		 	Title:	 	 Vice President and Treasurer



  

					
	SAI IRONDALE L, LLC
		
	By:	 	SAI AL HC2, INC., as Sole Member
			
		 	By:	 	 /s/ David P. Cosper

		 	Name:	 	 David P. Cosper

		 	Title:	 	 Vice President and Treasurer



  

					
	SAI OKLAHOMA CITY T, LLC
	SAI TULSA T, LLC
		
	By:	 	SAI OK HC1, INC., as Sole Member
			
		 	By:	 	 /s/ David P. Cosper

		 	Name:	 	 David P. Cosper

		 	Title:	 	 Vice President and Treasurer



  

					
	SAI ROCKVILLE L, LLC
		
	By:	 	SAI MD HC1, INC., as Sole Member
			
		 	By:	 	 /s/ David P. Cosper

		 	Name:	 	 David P. Cosper

		 	Title:	 	 Vice President and Treasurer




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
	
	FLOORPLAN SUBSIDIARY GRANTORS:
	
	 ARNGAR, INC.

	 FAA CONCORD H, INC.

	 FAA LAS VEGAS H, INC.

	 FAA POWAY H, INC.

	 FAA SANTA MONICA V, INC.

	 FAA SERRAMONTE, INC.

	 FAA SERRAMONTE H, INC.

	 FAA STEVENS CREEK, INC.

	 FAA TORRANCE CPJ, INC.

	 FRANCISCAN MOTORS, INC.

	 KRAMER MOTORS INCORPORATED

	 SAI BROKEN ARROW C, LLC

	 SAI COLUMBUS MOTORS, LLC

	 SAI COLUMBUS VWK, LLC

	 SAI FORT MYERS H, LLC

	 SAI IRONDALE IMPORTS, LLC

	 SAI MONTGOMERY BCH, LLC

	 SAI MONTGOMERY CH, LLC

	 SAI NASHVILLE CSH, LLC

	 SAI NASHVILLE H, LLC

	 SAI NASHVILLE MOTORS, LLC

	 SAI OKLAHOMA CITY H, LLC

	 SAI ORLANDO CS, LLC

	 SAI RIVERSIDE C, LLC

	 SAI ROCKVILLE IMPORTS, LLC

	 SAI SANTA CLARA K, INC.

	 SANTA CLARA IMPORTED CARS, INC.

	 SONIC – 2185 CHAPMAN RD., CHATTANOOGA, LLC

	 SONIC – LAS VEGAS C WEST, LLC

	 SONIC – LONE TREE CADILLAC, INC.

	 SONIC – NEWSOME CHEVROLET WORLD, INC.

	 SONIC – NEWSOME OF FLORENCE, INC.

	 SONIC – SHOTTENKIRK, INC.

	 SONIC AUTOMOTIVE – 9103 E. INDEPENDENCE, NC, LLC

	 SONIC AUTOMOTIVE 5260 PEACHTREE INDUSTRIAL BLVD., LLC

	 SONIC TYSONS CORNER H, INC.

	 SONIC TYSONS CORNER INFINITI, INC.



  

			
	By:	 	 /s/ David P. Cosper

	Name:	 	 David P. Cosper

	Title:	 	 Vice President and Treasurer




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
	
	FLOORPLAN SUBSIDIARY GRANTORS:
	
	 SONIC – BUENA PARK H, INC.

	 SONIC – CALABASAS A, INC.

	 SONIC – CAPITOL CADILLAC, INC.

	 SONIC – CAPITOL IMPORTS, INC.

	 SONIC – HARBOR CITY H, INC.

	 SONIC – PLYMOUTH CADILLAC, INC.

	 SONIC – VOLVO LV, LLC

	 STEVENS CREEK CADILLAC, INC.

	 WINDWARD, INC.



  

			
	By:	 	 /s/ 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:	 	 /s/ David P. Cosper

		 	Name:	 	 David P. Cosper

		 	Title:	 	 Vice President and Treasurer



  

	
	 PHILPOTT MOTORS, LTD.

	 SONIC – CADILLAC D, L.P.

	 SONIC – HOUSTON V, L.P.

	 SONIC – LUTE RILEY, L.P.

	 SONIC ADVANTAGE PA, L.P.

	 SONIC AUTOMOTIVE – 3401 N. MAIN, TX, L.P.

	 SONIC HOUSTON JLR, LP

	 SONIC HOUSTON LR, L.P.

	 SONIC MOMENTUM JVP, L.P.

	 SONIC MOMENTUM VWA, L.P.



  

					
	By:	 	SONIC OF TEXAS, INC., as Sole General Partner
			
		 	By:	 	 /s/ David P. Cosper

		 	Name:	 	 David P. Cosper

		 	Title:	 	 Vice President and Treasurer




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
			
	SONIC FINANCIAL CORPORATION
		
	By:	 	 /s/ William R. Brooks

	Name:	 	 William R. Brooks

	Title:	 	 Vice President




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
			
	ADMINISTRATIVE AGENT:
	
	BANK OF AMERICA, N.A., as Administrative Agent
		
	 By:
	 	 /s/ illegible signature

	 Name:
	 	 Anne M. Zeschke

	 Title:
	 	 Vice President




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
			
	LENDERS:
	
	BANK OF AMERICA, N.A., as Swing Line Lender, L/C Issuer and as a Lender
		
	By:	 	 /s/ M. Patricia Kay

	Name:	 	 M. Patricia Kay

	Title:	 	 Senior Vice President




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
			
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ illegible signature

	Name:	 	 Jeffrey G. Calder

	Title:	 	 Vice President




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
			
	US BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s./ Mark Landsem

	Name:	 	 Mark Landsem

	Title:	 	 Vice President




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as an L/C Issuer and as a Lender
		
	By:	 	 /s/ Jeffrey Bullard

	Name:	 	 Jeffrey E. Bullard

	Title:	 	 Vice President




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
			
	MERCEDES-BENZ FINANCIAL SERVICES USA LLC (f/k/a DCFS USA LLC), as a Lender
		
	By:	 	 /s/ Michele Nowak

	Name:	 	 Michele Nowak

	Title:	 	 Credit Director, National Accounts




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
			
	COMERICA BANK, as a Lender
		
	By:	 	 /s/ David M. Garbarz

	Name:	 	 David M. Garbarz

	Title:	 	 Senior Vice President




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
			
	CAPITAL ONE, N.A., as a Lender
		
	By:	 	 /s/ Anne Marie Zima

	Name:	 	 Anne Marie Zima

	Title:	 	 Vice President




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
			
	BMW FINANCIAL SERVICES NA, LLC, as a Lender
		
	By:	 	 /s/ Patrick Sullivan

	Name:	 	 Patrick Sullivan

	Title:	 	 GM, Commercial Finance

		 	 BMW Group Financial Services

		
	By:	 	 /s/ illegible signature

	Name:	 	 illegible name

	Title:	 	 President




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
			
	TOYOTA MOTOR CREDIT CORPORATION, as a Lender
		
	By:	 	 /s/ illegible signature

	Name:	 	 Anna Lee

	Title:	 	 National Credit Dealer Manager




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
			
	VW CREDIT, INC., as a Lender
		
	By:	 	 /s/ David Rands

	Name:	 	 David Rands

	Title:	 	 Regional General Manager




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 








 
			
	WORLD OMNI FINANCIAL CORP., as a Lender
		
	By:	 	 /s/ William Shope

	Name:	 	 William Shope

	Title:	 	 VP Portfolio Management




  
 AMENDMENT NO.
1 TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT