Exhibit 10.5

THIRD AMENDED AND RESTATED 

SECURITIES PLEDGE AGREEMENT

THIS THIRD AMENDED AND RESTATED SECURITIES PLEDGE AGREEMENT (this “Pledge Agreement”) is made and entered into as of July 23, 2014 by SONIC AUTOMOTIVE, INC., a Delaware corporation (a “Company” and a “Pledgor”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (each a “Pledgor” and, collectively with the Company, the “Pledgors”) and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter party to the Revolving Credit Agreement defined below (collectively with the Administrative Agent and certain other Persons parties to Related Swap Contracts and Secured Cash Management Arrangements as more particularly described in Section 17 hereof, the “Revolving Secured Parties”).  All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Revolving Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Company, certain of the Lenders (the “Existing Lenders”) and the Administrative Agent entered into that certain Second Amended and Restated Credit Agreement dated as of July 8, 2011 (as amended prior to (but excluding) the date hereof, the “Existing Credit Agreement”), pursuant to which certain of the Existing Lenders agreed to make available to the Company a revolving credit facility, including a letter of credit subfacility and a swingline subfacility; and

 

WHEREAS, the Company and certain Subsidiaries of the Company (the “Existing Pledgors”) entered into a Second Amended and Restated Securities Pledge Agreement dated as of July 8, 2011 (as amended prior to (but excluding) the date hereof, the “Existing Pledge Agreement”), pursuant to which the Existing Pledgors have secured their obligations arising under the Existing Credit Agreement; and

WHEREAS, the Company has requested that the Existing Credit Agreement be amended and restated in order to, among other things, (a) extend the maturity date of the revolving credit facility provided therein, (b) increase the maximum aggregate amount of the revolving credit facility provided therein, and (c) make certain other amendments to the Existing Credit Agreement on the terms and conditions set forth in that certain Third Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”) among the Company, the Administrative Agent and the Lenders party thereto from time to time (the “Lenders”); and

 

WHEREAS, the Administrative Agent and the Lenders have agreed to enter into the Revolving Credit Agreement, subject to, among other things, a condition that the parties amend and restate the Existing Pledge Agreement as provided herein; and

 

WHEREAS, each of (i) the Company, as collateral security for the payment and performance of the Obligations and the obligations and liabilities of any Loan Party now existing 

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or hereafter arising under Related Swap Contracts and Secured Cash Management Arrangements other than Excluded Swap Obligations, and (ii) each other Pledgor (including each Subsidiary party to a Joinder Agreement), as collateral security for the payment and performance of its Guarantor’s Obligations (as defined in the Subsidiary Guaranty), and the payment and performance of its obligations and liabilities (whether now existing or hereafter arising) hereunder or under any of the other Loan Documents to which it is now or hereafter becomes a party (such obligations and liabilities of the Pledgors described in clauses (i) and (ii) being referred to as “Secured Obligations”), is willing to pledge and grant to the Administrative Agent for the benefit of the Revolving Secured Parties a security interest in all of the Equity Interests of certain of its Subsidiaries as more particularly described on Schedule I attached hereto (collectively, the “Pledged Interests”), and certain related property (such Subsidiaries, together with all other Subsidiaries whose Equity Interests may be required to be subject to this Pledge Agreement from time to time, are hereinafter referred to collectively as the “Pledged Subsidiaries”); and

 

WHEREAS, the Company and each Subsidiary party hereto will materially benefit from the Loans to be made, and the Letters of Credit to be issued, under the Revolving Credit Agreement and each such Subsidiary is a party (as signatory or by joinder) to the Subsidiary Guaranty pursuant to which such Subsidiary guarantees the Obligations of the Company and the other Loan Parties; and

 

WHEREAS, the Revolving Secured Parties are unwilling to make available or maintain the credit facilities under the Revolving Credit Agreement unless the Company and each other Pledgor enter into this Pledge Agreement; 

 

NOW, THEREFORE, in order to induce (i) the Lenders to amend and restate the Existing Credit Agreement and (ii) the Revolving Secured Parties to enter into the Loan Documents and to make or maintain the credit facilities provided for therein available to or for the account of the Company and in consideration of the promises and the mutual covenants contained herein, the parties hereto agree that the Existing Pledge Agreement is hereby amended and restated as follows:    

1.Pledge of Pledged Interests; Other Collateral.

(a)As collateral security for the payment and performance by each Pledgor of its now or hereafter existing Secured Obligations, each Pledgor hereby grants, pledges and collaterally assigns to the Administrative Agent for the benefit of the Revolving Secured Parties a first priority security interest in all of the following items of property in which it now has or may at any time hereafter acquire an interest or the power to transfer rights therein, and wheresoever located:

(i)the Pledged Interests; and

(ii)all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on 

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conversion of any Pledged Interest, or (y) by its or their terms exchangeable or exercisable for or convertible into any Pledged Interest; and

(iii)all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing; and

(iv)all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and

(v)all proceeds of any of the foregoing.

All such Pledged Interests, certificates, instruments, cash, securities, interests, dividends, rights and other property referred to in clauses (i) through (v) of this Section 1 are herein collectively referred to as the “Collateral.”

(b)Subject to Section 10(a), each Pledgor agrees to deliver all certificates, instruments or other documents representing any Collateral to the Administrative Agent at such location as the Administrative Agent shall from time to time designate by written notice pursuant to Section 22 for its custody at all times until termination of this Pledge Agreement, together with such instruments of assignment and transfer as requested by the Administrative Agent.

(c)Each Pledgor agrees to execute and deliver, or cause to be executed and delivered by other Persons, at Pledgor’s expense, all share certificates, documents, instruments, agreements, financing statements (and amendments thereto and continuations thereof), assignments, control agreements, or other writings as the Administrative Agent may reasonably request from time to time to carry out the terms of this Pledge Agreement or to protect or enforce the Administrative Agent’s Lien and security interest in the Collateral hereunder granted to the Administrative Agent for the benefit of the Revolving Secured Parties and further agrees to do and cause to be done upon the Administrative Agent’s request, at Pledgor’s expense, all things determined by the Administrative Agent to be necessary or advisable to perfect and keep in full force and effect the Lien in the Collateral hereunder granted to the Administrative Agent for the benefit of the Revolving Secured Parties, including the prompt payment of all out-of-pocket fees and expenses incurred in connection with any filings made to perfect or continue the Lien and security interest in the Collateral hereunder granted in favor of the Administrative Agent for the benefit of the Revolving Secured Parties.

(d)All filing fees, advances, charges, costs and expenses (including fees, charges and disbursements of counsel (“Attorney Costs”)), incurred or paid by the Administrative Agent or any Lender in exercising any right, power or remedy conferred by this Pledge Agreement, or in the enforcement thereof, shall become a part of the Secured Obligations secured hereunder and shall be paid to the Administrative Agent for the benefit of the Revolving Secured Parties by the Pledgor in respect of which the same 

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was incurred immediately upon demand therefor, and any amounts not so paid on demand (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.

(e)Each Pledgor agrees to register and cause to be registered the interest of the Administrative Agent, for the benefit of the Revolving Secured Parties, in the Collateral on its own books and records and the registration books of each of the Pledged Subsidiaries.

2.Status of Pledged Interests.  Each Pledgor hereby represents, warrants and covenants to the Administrative Agent for the benefit of the Revolving Secured Parties, with respect to itself and the Collateral as to which it has or acquires any interest, that:

(a)All of the Pledged Interests are, as of the date of execution of this Pledge Agreement or Joinder Agreement by each Pledgor pledging such Pledged Interests (such date as applicable with respect to each Pledgor, its “Applicable Date”), and shall at all times thereafter be validly issued and outstanding, fully paid and non-assessable, are accurately described on Schedule I, and (except as set forth on Schedule I) constitute all of the issued and outstanding Equity Interests of each Pledged Subsidiary.

(b)The Pledgor is as at its Applicable Date and shall at all times thereafter (subject to Dispositions permitted under the Revolving Credit Agreement) be the sole registered and record and beneficial owner of the Pledged Interests, free and clear of all Liens, charges, equities, options, hypothecations, encumbrances and restrictions on pledge or transfer, including transfer of voting rights (other than the pledge hereunder and applicable restrictions pursuant to federal and state and applicable foreign securities laws).  Without limiting the foregoing, the Pledged Interests are not and will not be subject to any voting trust, shareholders agreement, right of first refusal, voting proxy, power of attorney or other similar arrangement (other than the rights hereunder in favor of the Administrative Agent).

(c)At no time shall any Pledged Interests (i) be held or maintained in the form of a security entitlement or credited to any securities account and (ii) which constitute a “security” (or as to which the related Pledged Subsidiary has elected to have treated as a “security”) under Article 8 of the Uniform Commercial Code of the State of North Carolina or of any other jurisdiction whose laws may govern (the “UCC”) be maintained in the form of uncertificated securities.  With respect to Pledged Interests that are “securities” under the UCC, or as to which the issuer has elected at any time to have such interests treated as “securities” under the UCC, such Pledged Interests are, and shall at all times be, represented by the share certificates listed on Schedule I hereto, which share certificates, with stock powers duly executed in blank by the Pledgor, have been delivered to the Administrative Agent or are being delivered to the Administrative Agent simultaneously herewith or, in the case of Additional Interests as defined in Section 21, shall be delivered pursuant to Section 21. In addition, with respect to all Pledged Interests, including Pledged Interests that are not “securities” under the UCC and as to which the applicable Pledged Subsidiary has not elected to have such interests treated as “securities” under the UCC, the Pledgor has at its Applicable Date delivered to the 

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Administrative Agent (or has previously delivered to the Administrative Agent or, in case of Additional Interests shall deliver pursuant to Section 21) Uniform Commercial Code financing statements (or appropriate amendments thereto) duly authorized by the Pledgor and naming the Administrative Agent for the benefit of the Revolving Secured Parties as “secured party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent to be filed in all UCC filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Revolving Secured Parties the Lien on such Pledged Interests, together with all required filing fees.  Without limiting the foregoing provisions of this Section 2(c), with respect to any Pledged Interests issued by any Subsidiary organized under the laws of a jurisdiction other than the United States (a “Foreign Subsidiary”), Pledgor shall deliver or cause to be delivered, (i) in addition to or in substitution for all or any of the foregoing items, as the Administrative Agent may elect, such other instruments, certificates, agreements, notices, filings, and other documents, and take or cause to be taken such other action, as the Administrative Agent may determine to be necessary or advisable under the laws of the jurisdiction of formation of such Foreign Subsidiary, to grant, perfect and protect as a first priority lien in such Collateral in favor of the Administrative Agent for the benefit of the Revolving Secured Parties, and (ii) an opinion of counsel acceptable in form and substance to the Administrative Agent issued by a law firm acceptable to the Administrative Agent licensed to practice law in such foreign jurisdiction, addressing with respect to such Pledged Interests the matters described in Section 6.14 of the Revolving Credit Agreement.

(d)It has full corporate power, legal right and lawful authority to execute this Pledge Agreement (and any Joinder Agreement applicable to it) and to pledge, assign and transfer its Pledged Interests in the manner and form hereof.

(e)The pledge, assignment and delivery of its Pledged Interests (along with undated stock powers executed in blank, financing statements and other agreements referred to in Section 2(c) hereof) to the Administrative Agent for the benefit of the Revolving Secured Parties pursuant to this Pledge Agreement (or any Joinder Agreement) creates or continues, as applicable, a valid and perfected first priority security interest in such Pledged Interests in favor of the Administrative Agent for the benefit of the Revolving Secured Parties, securing the payment of the Secured Obligations, assuming, in the case of the Pledged Interests which constitute certificated “securities” under the UCC, continuous and uninterrupted possession by or on behalf of the Administrative Agent.  The Pledgor will at its own cost and expense defend the Revolving Secured Parties’ right, title and security interest in and to the Collateral against the claims and demands of all persons whomsoever.

(f)Except as otherwise expressly provided herein pursuant to a Disposition permitted under the Revolving Credit Agreement, none of the Pledged Interests (nor any interest therein or thereto) shall be sold, transferred or assigned without the Administrative Agent’s prior written consent, which may be withheld for any reason.

(g)It shall at all times cause the Pledged Interests of such Pledgor that constitute “securities” (or as to which the issuer elects to have treated as “securities”) 

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under the UCC to be represented by the certificates now and hereafter delivered to the Administrative Agent in accordance with Sections 1, 2 and 21 hereof and that it shall cause each of the Pledged Subsidiaries as to which it is the Pledgor not to issue any Equity Interests, or securities convertible into, or exchangeable or exercisable for, Equity Interests, at any time during the term of this Pledge Agreement unless the Pledged Interests of such Pledge Subsidiary are issued solely to either (y) such Pledgor who shall immediately comply with Sections 2 and 21 hereof with respect to such property or (z) the Company or a Subsidiary Guarantor who shall immediately pledge such additional Equity Interests to the Administrative Agent for the benefit of the Revolving Secured Parties pursuant to Section 21 or 23 hereof, as applicable, on substantially identical terms as are contained herein and deliver or cause to be delivered the appropriate documents described in Section 2(c) hereof to the Administrative Agent and take such further actions as the Administrative Agent may deem necessary in order to perfect a first priority security interest in such Equity Interests.

(h)The exact legal name and address, type of Person, jurisdiction of formation, jurisdiction of formation identification number (if any), and location of the chief executive office of such Pledgor are as specified on Schedule II attached hereto.  No Pledgor shall change its name, jurisdiction of formation (whether by reincorporation, merger or otherwise), or the location of its chief executive office, except upon giving not less than thirty (30) days’ prior written notice to the Administrative Agent and taking or causing to be taken all such action at such Pledgor’s expense as may be reasonably requested by the Administrative Agent to perfect or maintain the perfection of the Lien of the Administrative Agent in Collateral.

3.Preservation and Protection of Collateral.

(a)The Administrative Agent shall be under no duty or liability with respect to the collection, protection or preservation of the Collateral, or otherwise, beyond the use of reasonable care in the custody and preservation thereof while in its possession.

(b)Each Pledgor agrees to pay when due all taxes, charges, Liens and assessments against the Collateral in which it has an interest, unless being contested in good faith by appropriate proceedings diligently conducted and against which adequate reserves have been established in accordance with GAAP applied on a basis consistent with that used in preparing the Audited Financial Statements and evidenced to the satisfaction of the Administrative Agent and provided that all enforcement proceedings in the nature of levy or foreclosure are effectively stayed.  Upon the failure of any Pledgor to so pay or contest such taxes, charges, Liens or assessments, or upon the failure of any Pledgor to pay any amount pursuant to Section 1(c), the Administrative Agent at its option may pay or contest any of them (the Administrative Agent having the sole right to determine the legality or validity and the amount necessary to discharge such taxes, charges, Liens or assessments) but shall not have any obligation to make any such payment or contest.  All sums so disbursed by the Administrative Agent, including Attorney Costs, court costs, expenses and other charges related thereto, shall be payable on demand by the applicable Pledgor to the Administrative Agent and shall be additional Secured Obligations secured by the Collateral, and any amounts not so paid on demand 

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(in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.

(c)Each Pledgor hereby (i) irrevocably authorizes the Administrative Agent to file (with, or to the extent permitted by applicable law, without the signature of the Pledgor appearing thereon) financing statements (including amendments thereto and continuations and copies thereof) showing such Pledgor as “debtor” at such time or times and in all filing offices as the Administrative Agent may from time to time reasonably determine to be necessary or advisable to perfect or protect the rights of the Administrative Agent and the Revolving Secured Parties hereunder, or otherwise to give effect to the transactions herein contemplated, and (ii) irrevocably ratifies and acknowledges all such actions taken by or on behalf of the Administrative Agent prior to the Applicable Date.

4.Default.  Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent is given full power and authority, then or at any time thereafter, to sell, assign, deliver or collect the whole or any part of the Collateral, or any substitute therefor or any addition thereto, in one or more sales, with or without any previous demands or demand of performance or, to the extent permitted by law, notice or advertisement, in such order as the Administrative Agent may elect; and any such sale may be made either at public or private sale at the Administrative Agent’s place of business or elsewhere, either for cash or upon credit or for future delivery, at such price or prices as the Administrative Agent may reasonably deem fair; and the Administrative Agent or any other Revolving Secured Party may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of any Pledgor or right of redemption.  Demands of performance, advertisements and presence of property and sale and notice of sale are hereby waived to the extent permissible by law.  Any sale hereunder may be conducted by an auctioneer or any officer or agent of the Administrative Agent.  Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state law, and may be otherwise delayed or adversely affected in effecting any sale by reason of present or future restrictions thereon imposed by governmental authorities, and that as a consequence of such prohibitions and restrictions the Administrative Agent may be compelled (i) to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof, or (ii) to seek regulatory approval of any proposed sale or sales, or (iii) to limit the amount of Collateral sold to any Person or group.  Each Pledgor agrees and acknowledges that private sales so made may be at prices and upon terms less favorable to such Pledgor than if such Collateral was sold either at public sales or at private sales not subject to other regulatory restrictions, and that the Administrative Agent has no obligation to delay the sale of any of the Collateral for the period of time necessary to permit the Pledged Subsidiary to register or otherwise qualify the Collateral, even if such Pledged Subsidiary would agree to register or otherwise qualify such Collateral for public sale under the Securities Act or applicable state law.  Each Pledgor further agrees, to the extent permitted by applicable law, that the use of private sales made under the foregoing circumstances to dispose of the Collateral shall be deemed to be dispositions in a commercially reasonable manner.  Each Pledgor hereby acknowledges that a ready market may not exist for the Pledged Interests if they are not traded 

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on a national securities exchange or quoted on an automated quotation system and agrees and acknowledges that in such event the Pledged Interests may be sold for an amount less than a pro rata share of the fair market value of the Pledged Subsidiary’s assets minus its liabilities.  In addition to the foregoing, the Revolving Secured Parties may exercise such other rights and remedies as may be available under the Loan Documents, at law (including without limitation the UCC) or in equity.

5.Proceeds of Sale.  The net cash proceeds resulting from the collection, liquidation, sale, or other disposition of the Collateral shall be applied first to the expenses (including all Attorney Costs) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like, and then to the satisfaction of all Secured Obligations in accordance with the terms of Section 8.03 of the Revolving Credit Agreement.  Each Pledgor shall be liable to the Administrative Agent, for the benefit of the Revolving Secured Parties, and shall pay to the Administrative Agent, for the benefit of the Revolving Secured Parties, on demand any deficiency which may remain after such sale, disposition, collection or liquidation of the Collateral.

6.Presentments, Demands and Notices.  The Administrative Agent shall not be under any duty or obligation whatsoever to make or give any presentments, demands for performances, notices of nonperformance, protests, notice of protest or notice of dishonor in connection with any obligations or evidences of indebtedness held thereby as collateral, or in connection with any obligations or evidences of indebtedness which constitute in whole or in part the Secured Obligations secured hereunder.

7.Attorney-in-Fact.  Each Pledgor hereby appoints the Administrative Agent as the Pledgor’s attorney-in-fact for the purposes of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default.  Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power to receive, endorse and collect all checks and other orders for the payment of money made payable to any Pledgor representing any dividend, interest payment, principal payment or other distribution payable or distributable in respect to the Collateral or any part thereof and to give full discharge for the same.

8.Reinstatement.  The granting of a security interest in the Collateral and the other provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by any Revolving Secured Party or is repaid by any Revolving Secured Party in whole or in part in good faith settlement of a pending or threatened avoidance claim, whether upon the insolvency, bankruptcy or reorganization of any Pledgor or any other Loan Party or otherwise, all as though such payment had not been made. The provisions of this Section 8 shall survive repayment of all of the Secured Obligations and the termination or expiration of this Pledge Agreement in any manner, including but not limited to termination upon occurrence of the Facility Termination Date.

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9.Waiver by the Pledgors.  Each Pledgor waives to the extent permitted by applicable law (a) any right to require any Revolving Secured Party or any other obligee of the Secured Obligations to (i) proceed against any Person or entity, including without limitation any Loan Party, (ii) proceed against or exhaust any Collateral or other collateral for the Secured Obligations, or (iii) pursue any other remedy in its power, (b) any defense arising by reason of any disability or other defense of any other Person, or by reason of the cessation from any cause whatsoever of the liability of any other Person or entity, (c) any right of subrogation, (d) any right to enforce any remedy which any Revolving Secured Party or any other obligee of the Secured Obligations now has or may hereafter have against any other Person and any benefit of and any right to participate in any collateral or security whatsoever now or hereafter held by the Administrative Agent for the benefit of the Revolving Secured Parties.  Each Pledgor authorizes each Revolving Secured Party and each other obligee of the Secured Obligations without notice (except notice required by applicable law) or demand and without affecting its liability hereunder or under the Loan Documents from time to time to: (x) take and hold security, other than the Collateral herein described, for the payment of such Secured Obligations or any part thereof, and exchange, enforce, waive and release the Collateral herein described or any part thereof or any such other security; and (y) apply such Collateral or other security and direct the order or manner of sale thereof as such Revolving Secured Party or obligee in its discretion may determine.

The Administrative Agent may at any time deliver (without representation, recourse or warranty) the Collateral or any part thereof to a Pledgor and the receipt thereof by such Pledgor shall be a complete and full acquittance for the Collateral so delivered, and the Administrative Agent shall thereafter be discharged from any liability or responsibility therefor.

10.Dividends and Voting Rights.

(a)All dividends and other distributions with respect to any of the Pledged Interests shall be subject to the pledge hereunder, provided, however, that cash dividends paid to a Pledgor as record owner of the Pledged Interests, to the extent permitted by the Revolving Credit Agreement to be declared and paid, may be retained by such Pledgor so long as no Event of Default shall have occurred and be continuing, free from any Liens hereunder.

(b)So long as no Event of Default shall have occurred and be continuing, the registration of the Collateral in the name of a Pledgor as record and beneficial owner shall not be changed and such Pledgor shall be entitled to exercise all voting and other rights and powers pertaining to the Collateral for all purposes not inconsistent with the terms of the Loan Documents.

(c)Upon the occurrence and during the continuance of any Event of Default, all rights of the Pledgors to receive and retain cash dividends and other distributions upon the Collateral pursuant to subsection (a) above shall cease and shall thereupon be vested in the Administrative Agent for the benefit of the Revolving Secured Parties, and each Pledgor shall promptly deliver, or shall cause to be promptly delivered, all such cash dividends and other distributions with respect to the Pledged Interests to the Administrative Agent (together, if the Administrative Agent shall request, with the documents described in Sections 1(c) and 2(c) hereof or other negotiable documents or 

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instruments so distributed) to be held by it hereunder or, at the option of the Administrative Agent, to be applied to the Secured Obligations.  Pending delivery to the Administrative Agent of such property, each Pledgor shall keep such property segregated from its other property and shall be deemed to hold the same in trust for the benefit of the Revolving Secured Parties.

(d)Upon the occurrence and during the continuance of any Event of Default, at the option of the Administrative Agent, all rights of each of the Pledgors to exercise the voting or consensual rights and powers which it is authorized to exercise pursuant to subsection (b) above shall cease and the Administrative Agent may thereupon (but shall not be obligated to), at its request, cause such Collateral to be registered in the name of the Administrative Agent or its nominee or agent for the benefit of the Revolving Secured Parties and/or exercise such voting or consensual rights and powers as appertain to ownership of such Collateral, and to that end each Pledgor hereby appoints the Administrative Agent as its proxy, with full power of substitution, to vote and exercise all other rights as a shareholder with respect to such Pledged Interests hereunder upon the occurrence and during the continuance of any Event of Default, which proxy is coupled with an interest and is irrevocable until the Facility Termination Date, and each Pledgor hereby agrees to provide such further proxies as the Administrative Agent may request; provided, however, that the Administrative Agent in its discretion may from time to time refrain from exercising, and shall not be obligated to exercise, any such voting or consensual rights or such proxy.

11.Continued Powers.  Until the Facility Termination Date shall have occurred, the power of sale and other rights, powers and remedies granted to the Administrative Agent for the benefit of the Revolving Secured Parties hereunder shall continue to exist and may, at any time after the occurrence and during the continuance of an Event of Default, be exercised by the Administrative Agent at any time and from time to time irrespective of the fact that any of the Secured Obligations or any part thereof may have become barred by any statute of limitations or that any part of the liability of any Pledgor may have ceased.

12.Other Rights.  The rights, powers and remedies given to the Administrative Agent for the benefit of the Revolving Secured Parties by this Pledge Agreement shall be in addition to all rights, powers and remedies given to the Administrative Agent or any Revolving Secured Party under any other Loan Document or by virtue of any statute or rule of law.  Any forbearance or failure or delay by the Administrative Agent in exercising any right, power or remedy hereunder shall not be deemed to be a waiver of such right, power or remedy, and any single or partial exercise of any right, power or remedy hereunder shall not preclude the further exercise thereof; and every right, power and remedy of the Revolving Secured Parties shall continue in full force and effect until such right, power or remedy is specifically waived in accordance with the terms of the Revolving Credit Agreement.

13.Anti-Marshaling Provisions.  The right is hereby given by each Pledgor to the Administrative Agent, for the benefit of the Revolving Secured Parties, to make releases (whether in whole or in part) of all or any part of the Collateral agreeable to the Administrative Agent without notice to, or the consent, approval or agreement of other parties and interests, including junior lienors, which releases shall not impair in any manner the validity of or priority 

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of the Liens and security interests in the remaining Collateral conferred hereunder, nor release any Pledgor from personal liability for the Secured Obligations.  Notwithstanding the existence of any other security interest in the Collateral held by the Administrative Agent, for the benefit of the Revolving Secured Parties, the Administrative Agent shall have the right to determine the order in which any or all of the Collateral shall be subjected to the remedies provided in this Pledge Agreement.  Each Pledgor hereby waives any and all right to require the marshaling of assets in connection with the exercise of any of the remedies permitted by applicable law or provided herein or in any Loan Document.

14.Entire Agreement.  This Pledge Agreement and each Joinder Agreement, together with the Revolving Credit Agreement and other Loan Documents, constitutes and expresses the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and understandings, inducements, commitments or conditions, express or implied, oral or written, except as herein contained.  The express terms hereof and of the Joinder Agreements control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof and thereof.  Neither this Pledge Agreement nor any Joinder Agreement nor any portion or provision hereof or thereof may be changed, altered, modified, supplemented, discharged, canceled, terminated, or amended orally or in any manner other than as provided in the Revolving Credit Agreement.

15.Further Assurances.  Each Pledgor agrees at its own expense to do such further acts and things, and to execute and deliver, and cause to be executed and delivered as may be necessary or advisable to give effect thereto, such additional conveyances, assignments, financing statements, control agreements, documents, certificates, stock powers, agreements and instruments, as the Administrative Agent may at any time reasonably request in connection with the administration or enforcement of this Pledge Agreement or any Joinder Agreement or related to the Collateral or any part thereof or in order better to assure and confirm unto the Administrative Agent its rights, powers and remedies for the benefit of the Revolving Secured Parties hereunder or thereunder.  Each Pledgor hereby consents and agrees that the Pledged Subsidiaries and all other Persons, shall be entitled to accept the provisions hereof and of the Joinder Agreements as conclusive evidence of the right of the Administrative Agent, on behalf of the Revolving Secured Parties, to exercise its rights, privileges, and remedies hereunder and thereunder with respect to the Collateral, notwithstanding any other notice or direction to the contrary heretofore or hereafter given by any Pledgor or any other Person to any of such Pledged Subsidiaries or other Persons.

16.Binding Agreement; Assignment.  This Pledge Agreement and each Joinder Agreement, and the terms, covenants and conditions hereof and thereof, shall be binding upon and inure to the benefit of the parties hereto, and to their respective successors and assigns, except that no Pledgor shall be permitted to assign this Pledge Agreement, any Joinder Agreement or any interest herein or therein or in the Collateral, or any part thereof or interest therein, or otherwise pledge, encumber or grant any option with respect to the Collateral, or any part thereof, or any cash or property held by the Administrative Agent as Collateral under this Pledge Agreement.  Without limiting the generality of the foregoing sentence of this Section 16, any Lender may assign to one or more Persons, or grant to one or more Persons participations in or to, all or any part of its rights and obligations under the Revolving Credit Agreement (to the extent permitted by the Revolving Credit Agreement); and to the extent of any such permitted 

11

 

58126996

 




 

assignment or participation such other Person shall, to the fullest extent permitted by law, thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject however, to the provisions of the Revolving Credit Agreement, including Article IX thereof (concerning the Administrative Agent) and Section 10.06 thereof (concerning assignments and participations).  All references herein to the Administrative Agent and to the Revolving Secured Parties shall include any successor thereof or permitted assignee, and any other obligees from time to time of the Secured Obligations.

17.Related Swap Contracts and Secured Cash Management Arrangements.  All obligations of any Pledgor under or in respect of Related Swap Contracts and Secured Cash Management Arrangements other than Excluded Swap Obligations shall be deemed to be Secured Obligations secured hereby, and each Hedge Bank or Cash Management Bank party to any such Related Swap Contract or Secured Cash Management Arrangement shall be deemed to be a Revolving Secured Party hereunder with respect to such Secured Obligations; provided, however, that such obligations under or in respect of any Related Swap Contract shall cease to be Secured Obligations at such time, prior to the Facility Termination Date, as the applicable Hedge Bank (or Affiliate of such Person) shall cease to be a “Hedge Bank” under the Revolving Credit Agreement.

No Person who obtains the benefit of any Lien by virtue of the provisions of this Section shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and only to the extent expressly provided in the Loan Documents.  Notwithstanding any other provisions of this Pledge Agreement to the contrary, the Administrative Agent shall only be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, the Secured Obligations arising under Related Swap Contracts or Secured Cash Management Arrangements to the extent the Administrative Agent has received written notice of  such Obligations, together with such supportive documentation as it may request from the applicable Lender or Affiliate of a Lender.  The Administrative Agent shall not be required to verify the payment of, or that any other satisfactory arrangements have been made with respect to, obligations arising under Secured Cash Management Agreements and Related Swap Contracts in the case of a Facility Termination Date.  Each Revolving Secured Party not a party to the Revolving Credit Agreement who obtains the benefit of this Pledge Agreement by virtue of the provisions of this Section shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Revolving Credit Agreement, and that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Revolving Secured Party, the Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX of the Revolving Credit Agreement.

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

12

 

58126996

 




 

19.Counterparts.  This Pledge Agreement may be executed in any number of counterparts each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Pledge Agreement to produce or account for more than one such counterpart executed by the Pledgor against whom enforcement is sought.  Without limiting the foregoing provisions of this Section 19, the provisions of Section 10.10 of the Revolving Credit Agreement shall be applicable to this Pledge Agreement.

20.Termination.  Subject to the provisions of Section 8, this Pledge Agreement and each Joinder Agreement, and all obligations of the Pledgors hereunder (excluding those obligations and liabilities that expressly survive such termination) shall terminate without delivery of any instrument or performance of any act by any party on the Facility Termination Date.  Upon such termination of this Pledge Agreement, the Administrative Agent shall, at the sole expense of the Pledgors, promptly deliver to the Pledgors the certificates evidencing its shares of Pledged Interests (and any other property received as a dividend or distribution or otherwise in respect of such Pledged Interests to the extent then held by the Administrative Agent as additional Collateral hereunder), together with any cash then constituting the Collateral not then sold or otherwise disposed of in accordance with the provisions hereof, and take such further actions at the request of the Pledgors as may be necessary to effect the same.

21.Additional Interests.  If any Pledgor shall at any time acquire or hold any additional Pledged Interests, including any Pledged Interests issued by any Subsidiary not listed on Schedule I hereto which are required to be subject to a Lien pursuant to a Pledge Agreement by the terms hereof or of any provision of the Revolving Credit Agreement (any such shares being referred to herein as the “Additional Interests”), such Pledgor shall deliver to the Administrative Agent for the benefit of the Revolving Secured Parties (i) a Pledge Agreement Supplement in the form of Exhibit A hereto with respect to such Additional Interests duly completed and executed by such Pledgor and (iii) any other document required in connection with such Additional Interests as described in Section 2(c).  Each Pledgor shall comply with the requirements of this Section 21 concurrently with the acquisition of any such Additional Interests or, in the case of Additional Interests to which Section 6.14 of the Revolving Credit Agreement applies, within the time period specified in such Section or elsewhere in the Revolving Credit Agreement with respect to such Additional Interests; provided, however, that the failure to comply with the provisions of this Section 21 shall not impair the Lien on Additional Interests conferred hereunder.

22.Notices.  Any notice required or permitted hereunder shall be given (a) with respect to the Company and each Subsidiary which is a Pledgor hereunder, at the address of the Company indicated in Schedule 10.02 of the Revolving Credit Agreement, (b) with respect to the Administrative Agent or a Revolving Secured Party, at the Administrative Agent’s address indicated in Schedule 10.02 of the Revolving Credit Agreement.  All such addresses may be modified, and all such notices shall be given and shall be effective, as provided in Section 10.02 of the Revolving Credit Agreement for the giving and effectiveness of notices and modifications of addresses thereunder.

23.Joinder.  Each Person who shall at any time execute and deliver to the Administrative Agent a Joinder Agreement and who is identified therein as a “Pledgor” shall thereupon irrevocably, absolutely and unconditionally become a party hereto and obligated 

13

 

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hereunder as a Pledgor and shall have thereupon pursuant to Section 1 hereof granted a security interest in and collaterally assigned and pledged to the Administrative Agent for the benefit of the Revolving Secured Parties all Pledged Interests which it has at its Applicable Date or thereafter acquires any interest or the power to transfer, and all references herein and in the other Loan Documents to the Pledgors or to the parties to this Pledge Agreement shall be deemed to include such Person as a Pledgor hereunder.  Each such Joinder Agreement shall be accompanied by the Supplemental Schedules referred to therein, appropriately completed with information relating to the Pledgor executing such Joinder Agreement and its property. Each of the applicable Schedules attached hereto shall be deemed amended and supplemented without further action by such information reflected on the Supplemental Schedules to each such Joinder Agreement.

24.Rules of Interpretation.  The rules of interpretation contained in Sections 1.03 and 1.06 of the Revolving Credit Agreement shall be applicable to this Pledge Agreement and each Joinder Agreement and are hereby incorporated by reference.  All representations and warranties contained herein shall survive the delivery of documents and any Credit Extensions referred to herein or secured hereby.

25.Governing Law; Waivers.

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

(b)EACH PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR ANY JOINDER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN MECKLENBURG COUNTY, STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS PLEDGE AGREEMENT OR A JOINDER AGREEMENT, EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY HAVE NOW OR HEREAFTER TO THE LAYING OF THE VENUE OR TO THE JURISDICTION OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

(c)EACH PLEDGOR AGREES THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS OF SUCH PLEDGOR PROVIDED IN SECTION 22 OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF NORTH CAROLINA.

14

 

58126996

 




 

(d)NOTHING CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF SHALL PRECLUDE THE ADMINISTRATIVE AGENT FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR ANY JOINDER AGREEMENT OR THE OTHER LOAN DOCUMENTS IN THE COURTS OF ANY PLACE WHERE ANY PLEDGOR OR ANY OF SUCH PLEDGOR’S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED.  TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER, BY REASON OF ITS PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE UNDER APPLICABLE LAW.

(e)IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER OR RELATED TO THIS PLEDGE AGREEMENT OR ANY JOINDER AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THE FOREGOING, EACH PARTY HEREBY AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.

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

26.Amendment and Restatement.  The parties hereto agree that the Existing Pledge Agreement is hereby amended and restated in this Pledge Agreement, and this Pledge Agreement shall constitute neither a release nor novation of any lien or security interest arising under the Existing Pledge Agreement nor a refinancing of any indebtedness or obligations arising thereunder or under the Existing Credit Agreement or related documents, but rather the liens and security interests in effect under the Existing Pledge Agreement shall continue in effect on the terms hereof.

[Signature Pages Follow.]

 

15

 

58126996

 




 

IN WITNESS WHEREOF, the parties have duly executed this Pledge Agreement on the day and year first written above.

PLEDGORS:

SONIC AUTOMOTIVE, INC.


	
By:
	
     /s/ Heath R. Byrd





	
Name:
	
Heath R. Byrd





	
Title:
	
Executive Vice President and Chief 





	

	
Financial Officer




 

FAA HOLDING CORP.

FIRSTAMERICA AUTOMOTIVE, INC.

L DEALERSHIP GROUP, INC.

SAI AL HC1, INC.

SAI FL HC3, INC.

SAI FL HC4, INC.

SAI FL HC7, INC.

SAI MD HC1, INC.

SAI OK HC1, INC.

SAI TN HC1, LLC

SAI TN HC2, LLC

SONIC – LS, LLC

SONIC AUTOMOTIVE OF NEVADA, INC.

SONIC AUTOMOTIVE WEST, LLC

SONIC OF TEXAS, INC.

SRE HOLDING, LLC

TREE TRUNK, INC.


	
By:
	
     /s/ Heath R. Byrd





	
Name:
	
Heath R. Byrd





	
Title:
	
Vice President and Treasurer




 

SAI GA HC1, LLC


	
By:
	
Sonic Automotive of Nevada, Inc., as 





	

	
Sole Member




By:/s/ Heath R. Byrd

Name:Heath R. Byrd

Title:Vice President and Treasurer

 

 




THIRD AMENDED AND RESTATED SECURITIES PLEDGE AGREEMENT

Signature Page

58126996




 

PLEDGORS, continued:

SAI PEACHTREE, LLC


	
By:
	
SAI GA HC1, LLC, as Sole Member





	

	
By:Sonic Automotive of Nevada, Inc., 





	

	
as Sole Member




By:   /s/ Heath R. Byrd

Name:Heath R. Byrd

Title:Vice President and Treasurer

 

 

 

 

THIRD AMENDED AND RESTATED SECURITIES PLEDGE AGREEMENT

Signature Page

58126996




 

ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A., as Administrative Agent

By:   /s/ Denise Jones 

Name:Denise Jones

Title:Assistant Vice President

 

 

 

 

 

 

 

 



 

 

THIRD AMENDED AND RESTATED SECURITIES PLEDGE AGREEMENT

Signature Page

58126996

 




 

SCHEDULE I

 

Pledged Interests

 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
FAA Holding Corp.
	
L Dealership Group, Inc.

Texas

Corporation

151278900
	
Common Stock
	
1,000
	
1,000
	
1,000
	
8
	
$0.01
	
 

	
FirstAmerica Automotive, Inc.
	
FAA Dublin VWD, Inc.

California

Corporation

C2007571
	
Common Stock
	
100,000
	
10,000
	
10,000
	
2
	
N/A
	
 

	
FirstAmerica Automotive, Inc.
	
FAA Dublin N, Inc.

California

Corporation

C2007600
	
Common Stock
	
100,000
	
10,000
	
10,000
	
2
	
N/A
	
 

	
FirstAmerica Automotive, Inc.
	
FAA Holding Corp.

California

Corporation

C2174202
	
Common Stock
	
100,000
	
10,000
	
10,000
	
2
	
N/A
	
 




Schedule I – Page 1

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
FirstAmerica Automotive, Inc.
	
FAA Santa Monica V, Inc.

California

Corporation

C2165877
	
Common Stock 
	
100,000
	
10,000
	
10,000
	
2
	
N/A
	
 

	
FirstAmerica Automotive, Inc.
	
FAA Torrance CPJ, Inc.

California

Corporation

C2165823
	
Common Stock 
	
100,000
	
10,000
	
10,000
	
2
	
N/A
	
 

	
L Dealership Group, Inc.
	
Autobahn, Inc.

California

Corporation

C1548941
	
Common Stock
	
1,000,000
	
400,000
	
400,000
	
2
	
N/A
	
 

	
L Dealership Group, Inc.
	
Stevens Creek Cadillac, Inc.

California

Corporation

C1293380
	
Common Stock (Class A)

Common Stock (Class B)
	
750,000

250,000
	
230,000

-0-
	
230,000

-0-
	
10

N/A
	
N/A

N/A
	
 




Schedule I – Page 2

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
SAI AL HC1, Inc.
	
SAI Montgomery CH, LLC 

Alabama

Limited Liability Company

428-747
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SAI AL HC1, Inc.
	
SAI Montgomery BCH, LLC

Alabama

Limited Liability Company

428-745
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SAI FL HC3, Inc.
	
SAI Orlando CS, LLC

Florida

Limited Liability Company

L08000116711
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SAI FL HC4, Inc.
	
SAI Fort Myers VW, LLC

Florida

Limited Liability Company

L08000116709
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 3

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
SAI FL HC7, Inc.
	
SAI Fort Myers M, LLC

Florida

Limited Liability Company

L98000002089
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SAI GA HC1, LLC
	
SAI Peachtree, LLC

Georgia

Limited Liability Company

4746288
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SAI MD HC1, Inc.
	
SAI Rockville Imports, LLC

Maryland
Limited Liability Company
W12796074
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SAI OK HC1, Inc.
	
SAI Broken Arrow C, LLC

Oklahoma

Limited Liability Company

3512215667
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 4

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
SAI OK HC1, Inc.
	
SAI Oklahoma City C, LLC

Oklahoma

Limited Liability Company

3512215668
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SAI OK HC1, Inc.
	
SAI Oklahoma City H, LLC

Oklahoma

Limited Liability Company

3512215666
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SAI OK HC1, Inc.
	
SAI Oklahoma City T, LLC

Oklahoma

Limited Liability Company

3512215664
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SAI OK HC1, Inc.
	
SAI Tulsa T, LLC

Oklahoma

Limited Liability Company

3512215671
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 5

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
SAI OK HC1, Inc.
	
SAI Oklahoma City C, LLC

Oklahoma

Limited Liability Company

3512215668
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SAI OK HC1, Inc.
	
SAI Riverside C, LLC

Oklahoma

Limited Liability Company

3512215685
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SAI Peachtree, LLC
	
SAI Chamblee V, LLC 

Georgia

Limited Liability Company

1038946
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SAI TN HC1, LLC
	
SAI Nashville CSH, LLC

Tennessee

Limited Liability Company

0336183
	
LLC Interest

 
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 6

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
SAI TN HC1, LLC

 

 
	
SAI Nashville M, LLC

Tennessee

Limited Liability Company

0336182
	
LLC Interest

 
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SAI TN HC2, LLC
	
SAI Nashville Motors, LLC

Tennessee
Limited Liability Company
0566970
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Arngar, Inc.

North Carolina

Corporation

0005612
	
Common Stock 

 
	
100,000
	
1,333
	
1,333
	
14
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Fort Mill Ford, Inc.

South Carolina

Corporation
	
Common Stock
	
10,000
	
2,700
	
2,700
	
13
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Massey Cadillac, Inc.

Tennessee Corporation

0230052
	
Common Stock
	
1,000
	
100
	
100
	
5
	
N/A
	
 




Schedule I – Page 7

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic Automotive, Inc.
	
SAI AL HC1, Inc.

Alabama

Corporation

D/C 206-272
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 

	
Sonic Automotive, Inc.
	
SAI Columbus Motors, LLC

Ohio

Limited Liability Company

CP13127
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
Sonic Automotive, Inc.
	
SAI Columbus VWK, LLC

Ohio

Limited Liability Company

CP13130
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
Sonic Automotive, Inc.
	
SAI Denver M, Inc.

Colorado
Corporation
20131291339
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 

	
Sonic Automotive, Inc.
	
SAI FL HC3, Inc.

Florida
Corporation
P98000064012
	
Common Stock
	
1,000
	
100
	
100
	
2
	
N/A
	
 




Schedule I – Page 8

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic Automotive, Inc.
	
SAI FL HC4, Inc.

Florida
Corporation
P98000064009
	
Common Stock
	
1,000
	
100
	
100
	
2
	
N/A
	
 

	
Sonic Automotive, Inc.
	
SAI FL HC7, Inc.

Florida

Corporation

F86660
	
Common Stock
	
500
	
500
	
500
	
22
	
$1.00
	
 

	
Sonic Automotive, Inc.

 

Sonic Automotive of Nevada, Inc. 
	
SAI OK HC1, Inc.

Oklahoma

Corporation

1900632183
	
Common Stock

 

Common Stock
	
1,000
	
400
	
100

 

300

 
	
2

 

5

 
	
N/A
	
 

	
Sonic Automotive, Inc.
	
SAI Santa Clara K, Inc.

 

California 

Corporation

C3335681
	
Common Stock
	
1,000
	
100
	
100
	
1
	
$0.01
	
 

	
Sonic Automotive, Inc.
	
Sonic Agency, Inc.

Michigan

Corporation

35010C
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 




Schedule I – Page 9

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic Automotive, Inc.
	
Sonic Automotive Aviation, LLC

North Carolina

Limited Liability Company

1320781
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic Automotive F&I, LLC

Nevada

Limited Liability Company

LLC8620-1999
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic Automotive Support, LLC

Nevada

Limited Liability Company

LLC19412-2003
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic Automotive West, LLC

Nevada

Limited Liability Company

LLC9139-1999
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 10

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic Automotive, Inc.
	
Sonic Calabasas M, Inc.

California
Corporation
C2975101
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic–Capitol Cadillac, Inc.

Michigan

Corporation

26619C
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic–Capitol Imports, Inc.

South Carolina

Corporation
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic – Carson F, Inc.

California

Corporation

C2375909
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic – Carson LM, Inc.

California

Corporation

C2375100
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 




Schedule I – Page 11

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic Automotive, Inc.
	
Sonic Development, LLC

North Carolina Limited Liability Company

0483658
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic Divisional Operations, LLC

Nevada

Limited Liability Company

LLC26157-2004
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic – Downey Cadillac, Inc.

California

Corporation

C2375896
	
Common Stock
	
1,000
	
100
	
100
	
2
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic Fremont, Inc.

California
Corporation
C2935225
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 




Schedule I – Page 12

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic Automotive, Inc.
	
Sonic - Las Vegas C West, LLC

Nevada

Limited Liability Company

LLC7434-2000
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic – Lone Tree Cadillac, Inc.

Colorado

Corporation

20021021609
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic – Massey Chevrolet, Inc.

California

Corporation

C2375359
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic - Newsome Chevrolet World, Inc.

South Carolina

Corporation
	
Common Stock
	
1,000
	
100
	
100
	
2
	
N/A
	
 




Schedule I – Page 13

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic Automotive, Inc.
	
Sonic of Texas, Inc.

Texas

Corporation

150782300
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic – Plymouth Cadillac, Inc.

Michigan

Corporation

26618C
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic Resources, Inc.

Nevada

Corporation

C24652-2001
	
Common Stock
	
1,000
	
100
	
100
	
2
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic – Sanford Cadillac, Inc.

Florida

Corporation

P02000010148
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic Santa Monica M, Inc.

California

Corporation

C2727452
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 




Schedule I – Page 14

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic Automotive, Inc.
	
Sonic-Volvo LV, LLC

Nevada

Limited Liability Company

LLC6829-1999
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic Walnut Creek M, Inc.

California

Corporation

C2508517
	
Common Stock
	
1,000
	
100
	
100
	
2
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Sonic Wilshire Cadillac, Inc.

California
Corporation
C2882071
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 

	
Sonic Automotive, Inc.
	
SRE Holding, LLC

North Carolina
Limited Liability Company
0551475
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 15

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic Automotive, Inc.
	
Tree Trunk, Inc.

Delaware

Corporation

5387434
	
Common Stock
	
1,000
	
100
	
100
	
1
	
N/A
	
 

	
Sonic Automotive, Inc.
	
Town and Country Ford, Incorporated

North Carolina

Corporation

0148959
	
Common Stock
	
2,000
	
471.25
	
471.25
	
75
	
N/A
	
 

	
Sonic Automotive of Nevada, Inc.
	
SAI TN HC1, LLC

Tennessee
Limited Liability Company
0336184
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
Sonic Automotive of Nevada, Inc.
	
SAI TN HC2, LLC

Tennessee
Limited Liability Company
0336185
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
Sonic Automotive of Nevada, Inc.
	
SAI TN HC3, LLC

Tennessee
Limited Liability Company
0336184
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 16

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic – LS, LLC

Sonic Automotive West, LLC
	
Sonic – LS Chevrolet, L.P.

Texas

Limited Partnership

11958210
	
General Partner Interest

Limited Partner Interest
	
N/A

N/A

 
	
.10%

99.90%
	
.10%

99.90%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.

 

Sonic Automotive of Nevada, Inc.
	
Sonic Advantage PA, L.P.

Texas

Limited Partnership

800235623
	
General Partner Interest

 

 

Limited Partner Interest
	
N/A

 

 

 

N/A
	
1.00%

 

 

 

99.00%
	
1.00%

 

 

 

99.00%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.

Sonic Automotive of Nevada, Inc.
	
Sonic Automotive of Texas, L.P. 

Texas

Limited Partnership

11324210
	
General Partner Interest

Limited Partner Interest

 
	
N/A

N/A

 
	
1.00%

99.00%

 
	
1.00%

 

 

 

99.00%
	
N/A
	
N/A
	
 




Schedule I – Page 17

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic of Texas, Inc.

Sonic Automotive of Nevada, Inc.
	
Sonic Automotive - 3401 N. Main, TX, L.P.

Texas

Limited Partnership

11376510
	
General Partner Interest

Limited Partner Interest
	
N/A

N/A
	
1.00%

99.00%
	
1.00%

99.00%
	
N/A
	
N/A

 
	
 

	
Sonic of Texas, Inc.

Sonic Automotive of Nevada, Inc.
	
Sonic Automotive - 4701 I-10 East, TX, L.P.

Texas

Limited Partnership

11345010
	
General Partner Interest

Limited Partner Interest
	
N/A

N/A
	
1.00%

99.00%
	
1.00%

99.00%
	
N/A
	
N/A

 
	
 

	
Sonic of Texas, Inc.

Sonic Automotive of Nevada, Inc.
	
Sonic – Cadillac D, L.P.

Texas

Limited Partnership

800061917
	
General Partner Interest

Limited Partner Interest

 
	
N/A

N/A
	
1.00%

99.00%
	
1.00%

99.00%
	
N/A
	
N/A

 
	
 




Schedule I – Page 18

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic of Texas, Inc.

Sonic Automotive of Nevada, Inc.
	
Sonic – Carrollton V, L.P.

Texas

Limited Partnership

13894610
	
General Partner Interest

Limited Partner Interest
	
N/A

N/A
	
1.00%

99.00%
	
1.00%

99.00%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.

Sonic Automotive of Nevada, Inc.
	
Sonic–Clear Lake Volkswagen, L.P.

Texas

Limited Partnership

800207889
	
General Partner Interest

Limited Partner Interest
	
N/A

N/A
	
1.00%

99.00%
	
1.00%

99.00%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.

Sonic Automotive of Nevada, Inc.
	
Sonic – Frank Parra Autoplex, L.P.

Texas

Limited Partnership

800079059
	
General Partner Interest

Limited Partner Interest
	
N/A

N/A
	
1.00%

99.00%
	
1.00%

99.00%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.

 

 

Sonic Automotive of Nevada, Inc.
	
Sonic Houston JLR, LP

Texas
Limited Partnership
800735509
	
General Partner Interest

 

Limited Partner Interest
	
N/A
	
1.00%

 

 

99.00%
	
1.00%

 

 

99.00%
	
N/A
	
N/A
	
 




Schedule I – Page 19

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic of Texas, Inc.

Sonic Automotive of Nevada, Inc.
	
Sonic Houston LR, L.P.

Texas

Limited Partnership

800236309
	
General Partner Interest

Limited Partner Interest
	
N/A

N/A
	
1.00%

99.00%
	
1.00%

99.00%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.

Sonic Automotive of Nevada, Inc.
	
Sonic – Houston V, L.P

Texas

Limited Partnership

15286810
	
General Partner Interest

Limited Partner Interest
	
N/A

N/A
	
1.00%

99.00%
	
1.00%

99.00%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.

Sonic Automotive of Nevada, Inc.
	
Sonic–Jersey Village Volkswagen, L.P.

Texas

Limited Partnership

800207902
	
General Partner Interest

Limited Partner Interest
	
N/A

N/A
	
1.00%

99.00%
	
1.00%

99.00%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.
	
Sonic – LS, LLC

Delaware

Limited Liability Company

3440418
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 20

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic of Texas, Inc.

Sonic Automotive of Nevada, Inc.
	
Sonic Momentum JVP, L.P.

Texas

Limited Partnership

800235475
	
General Partner Interest

Limited Partner Interest
	
N/A

N/A
	
1.00%

99.00%
	
1.00%

99.00%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.

Sonic Automotive of Nevada, Inc.
	
Sonic Momentum VWA, L.P. 

Texas

Limited Partnership

800207910
	
General Partner Interest

Limited Partner Interest
	
N/A

N/A
	
1.00%

99.00%
	
1.00%

99.00%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.

Sonic Automotive of Nevada, Inc.
	
Sonic – Richardson F, L.P.

Texas

Limited Partnership

14037410
	
General Partner Interest

Limited Partner Interest
	
N/A

N/A
	
1.00%

99.00%
	
1.00%

99.00%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.

 

Sonic Automotive of Nevada, Inc.
	
SRE Texas-1, L.P.

Texas

Limited Partnership

13523310
	
General Partner Interest

 

Limited Partner Interest
	
N/A
	
1.00%

 

 

99.00%
	
1.00%

 

 

99.00%
	
N/A
	
N/A
	
 




Schedule I – Page 21

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic of Texas, Inc.

 

Sonic Automotive of Nevada, Inc.
	
SRE Texas-2, L.P.

Texas

Limited Partnership

13523410
	
General Partner Interest

 

Limited Partner Interest
	
N/A
	
1.00%

 

 

99.00%
	
1.00%

 

 

99.00%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.

 

Sonic Automotive of Nevada, Inc.
	
SRE Texas-3, L.P.

Texas

Limited Partnership

13523510
	
General Partner Interest

 

Limited Partner Interest
	
N/A
	
1.00%

 

 

99.00%
	
1.00%

 

 

99.00%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.

 

Sonic Automotive of Nevada, Inc.
	
SRE Texas-4, L.P.

Texas

Limited Partnership

800048705
	
General Partner Interest

 

Limited Partner Interest
	
N/A
	
1.00%

 

 

99.00%
	
1.00%

 

 

99.00%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.

 

 

Sonic Automotive of Nevada, Inc.
	
SRE Texas – 5, L.P.

Texas
Limited Partnership
800048740
	
General Partner Interest

 

Limited Partner Interest
	
N/A
	
1.00%

 

 

99.00%
	
1.00%

 

 

99.00%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.

 

Sonic Automotive of Nevada, Inc.
	
SRE Texas-6, L.P.

Texas

Limited Partnership

800048741
	
General Partner Interest

 

Limited Partner Interest
	
N/A
	
1.00%

 

 

99.00%
	
1.00%

 

 

99.00%
	
N/A
	
N/A
	
 




Schedule I – Page 22

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Sonic of Texas, Inc.

 

Sonic Automotive of Nevada, Inc.
	
SRE Texas – 7, L.P.

Texas
Limited Partnership
800048742
	
General Partner Interest

Limited Partner Interest
	
N/A
	
1.00%

 

 

99.00%
	
1.00%

 

 

99.00%
	
N/A
	
N/A
	
 

	
Sonic of Texas, Inc.

 

Sonic Automotive of Nevada, Inc.
	
SRE Texas-8, L.P.

Texas

Limited Partnership

800048743
	
General Partner Interest

 

Limited Partner Interest
	
N/A
	
1.00%

 

 

99.00%
	
1.00%

 

 

99.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
AnTrev, LLC

North Carolina
Limited Liability Company
0659676
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Alabama – 2, LLC

Alabama
Limited Liability Company
670-275
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 23

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
SRE Holding, LLC
	
SRE Alabama-5, LLC

Alabama

Limited Liability Company

DLL691-622
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE California – 1, LLC

California
Limited Liability Company
200202910110
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE California-2, LLC

California

Limited Liability Company

200202910111
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE California - 3, LLC

California

Limited Liability Company

200202810141
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 24

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
SRE Holding, LLC
	
SRE California – 4, LLC

California
Limited Liability Company
200202810144
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE California - 5, LLC

California

Limited Liability Company

200203110006
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE California - 6, LLC

California

Limited Liability Company

200203110007
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE California – 7 SCB, LLC

California

Limited Liability Company

201033410181
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 25

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
SRE Holding, LLC
	
SRE California – 8 SCH, LLC

California

Limited Liability Company

201033510021
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE California – 9 BHB, LLC

California

Limited Liability Company

201126410082
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE California 10 LBB, LLC

California

Limited Liability Company

201413910313
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Colorado – 1, LLC

Colorado
Limited Liability
Company
20021330518
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 26

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
SRE Holding, LLC
	
SRE Colorado – 2, LLC

Colorado
Limited Liability
Company
20021330523
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Georgia 4, LLC

Georgia

Limited Liability Company

4219711
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Florida-1, LLC

Florida

Limited Liability Company

L00000006050
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Florida-2, LLC

Florida

Limited Liability Company

L00000006045
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 27

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
SRE Holding, LLC
	
SRE Nevada-2, LLC

Nevada

Limited Liability Company

LLC5021-2000
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE North Carolina-2, LLC

North Carolina

Limited Liability Company

0682830
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Ohio 1, LLC

Ohio

Limited Liability Company

2146293
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Ohio 2, LLC

Ohio

Limited Liability Company

2146292
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 28

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
SRE Holding, LLC
	
SRE Oklahoma-1, LLC

Oklahoma

Limited Liability Company

3500697104
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Oklahoma – 2, LLC

Oklahoma
Limited Liability Company
3500697105
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Oklahoma-5, LLC

Oklahoma

Limited Liability Company

3500697108
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE South Carolina – 2, LLC

South Carolina
Limited Liability Company
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 29

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
SRE Holding, LLC
	
SRE South Carolina-3, LLC

South Carolina

Limited Liability Company
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE South Carolina – 4, LLC

South Carolina
Limited Liability Company
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Tennessee - 1, LLC

Tennessee
Limited Liability Company
000390360
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Tennessee - 2, LLC

Tennessee
Limited Liability Company
000390358 
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 30

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
SRE Holding, LLC
	
SRE Tennessee - 3, LLC

Tennessee
Limited Liability Company
000390359
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Tennessee-4, LLC

Tennessee
Limited Liability Company
000450279
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Tennessee-5, LLC

Tennessee
Limited Liability Company
000450278 
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Virginia - 1, LLC

Virginia
Limited Liability Company
5050246-0
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 31

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
SRE Holding, LLC
	
SRE Texas 9, LLC

Texas
Limited Liability Company
801419276
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Texas 10, LLC

Texas
Limited Liability Company
801675082
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Texas 11, LLC

Texas
Limited Liability Company
801723757
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
SRE Holding, LLC
	
SRE Texas 12, LLC

Texas
Limited Liability Company
801807250
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




Schedule I – Page 32

Error! Unknown document property name.




 


									
	
Name of

Pledgor
	
Name, 

Jurisdiction of

Formation and

Type of Entity

of Pledged

Subsidiary
	
Class or Type of Pledged Interest
	
Total Amount of Class or Type of Pledged Interests Authorized
	
Total Amount of Class or Type Outstanding
	
Total Amount Pledged
	
Certificate Number (if applicable)
	
Par Value (if applicable)
	
Name of Transfer Agent (if any)

	
Tree Trunk, Inc.
	
TT Denver, LLC

Colorado
Limited Liability Company
20131462193
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 

	
Tree Trunk, Inc.
	
TTRE CO 1, LLC

Colorado
Limited Liability Company
20131504490
	
LLC Interest
	
N/A
	
100.00%
	
100.00%
	
N/A
	
N/A
	
 




 

Schedule I – Page 33

Error! Unknown document property name.




 

SCHEDULE II

 


				
	
Name and Address of Pledgor
	
Type of Person
	
Jurisdiction of Formation 

of Pledgor
	
Jurisdiction of Formation

Identification Number

	
FAA Holding Corp.

4401 Colwick Road

Charlotte, NC 28211

 
	
Corporation
	
California
	
C2174202

	
FirstAmerica Automotive, Inc.

4401 Colwick Road

Charlotte, NC 28211

 
	
Corporation
	
Delaware
	
2761294

	
L Dealership Group, Inc.

4401 Colwick Road

Charlotte, NC 28211

 
	
Corporation
	
Texas
	
151278900

	
SAI AL HC1, Inc.

4401 Colwick Road

Charlotte, NC 28211

 
	
Corporation
	
Alabama
	
206-272

	
SAI FL HC3, Inc.

4401 Colwick Road

Charlotte, NC 28211

 
	
Corporation
	
Florida
	
P98000064012

	
SAI FL HC4, Inc.

4401 Colwick Road

Charlotte, NC 28211

 
	
Corporation
	
Florida
	
P98000064009

	
SAI FL HC7, Inc.

4401 Colwick Road

Charlotte, NC 28211

 
	
Corporation
	
Florida
	
F86660

	
SAI GA HC1, LLC

4401 Colwick Road

Charlotte, NC 28211

 
	
Limited Liability Company
	
Georgia
	
4705444

	
SAI MD HC1, Inc.

4401 Colwick Road

Charlotte, NC 28211

 
	
Corporation
	
Maryland
	
D05310776

	
SAI OK HC1, Inc.

4401 Colwick Road

Charlotte, NC 28211

 
	
Corporation
	
Oklahoma
	
1900632183




Schedule II – Page 1

58126996

 

 




 


				
	
Name and Address of Pledgor
	
Type of Person
	
Jurisdiction of Formation 

of Pledgor
	
Jurisdiction of Formation

Identification Number

	
SAI Peachtree, LLC

4401 Colwick Road

Charlotte, NC 28211

 
	
Limited Liability Company
	
Georgia
	
4746288

	
SAI TN HC1, LLC

4401 Colwick Road

Charlotte, NC 28211

 
	
Limited Liability Company
	
Tennessee
	
0336184

	
SAI TN HC2, LLC

4401 Colwick Road

Charlotte, NC 28211

 
	
Limited Liability Company
	
Tennessee
	
0336185

	
Sonic Automotive, Inc.

4401 Colwick Road

Charlotte, NC 28211

 
	
Corporation
	
Delaware
	
2714319

	
Sonic Automotive of Nevada, Inc.

4401 Colwick Road

Charlotte, NC 28211

 
	
Corporation
	
Nevada
	
C18014-1997

	
Sonic Automotive West, LLC

4401 Colwick Road

Charlotte, NC 28211

 
	
Corporation
	
Nevada
	
LLC9139-1999

	
Sonic – LS, LLC

4401 Colwick Road

Charlotte, NC 28211

 
	
Limited Liability Company
	
Delaware
	
3440418

	
Sonic of Texas, Inc.

4401 Colwick Road

Charlotte, NC 28211

 
	
Corporation
	
Texas
	
150782300

	
SRE Holding, LLC

4401 Colwick Road

Charlotte, NC 28211

 
	
Limited Liability Company
	
North Carolina
	
0551475

	
Tree Trunk, Inc.

4401 Colwick Road

Charlotte, NC 28211

 
	
Corporation
	
Delaware
	
5387434




 

 

 

 

Schedule II – Page 2

58126996

 

 




 

EXHIBIT A

 

PLEDGE AGREEMENT SUPPLEMENT

THIS PLEDGE AGREEMENT SUPPLEMENT  (as from time to time amended, revised, modified, supplemented or amended and restated, this “Supplement”), dated as of ________________ __, ____ is made by _______________________________, a ________________ (the “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as Administrative Agent (the “Administrative Agent”) for the Revolving Secured Parties (as defined in the Pledge Agreement referenced below) now or hereafter party to the Revolving Credit Agreement (as defined in the Pledge Agreement referred to below).  All capitalized terms used but not defined herein shall have the meanings given to such terms in such Pledge Agreement.

 

RECITALS:

 

A.The Pledgor is required under the terms of that certain Third Amended and Restated Securities Pledge Agreement dated as of July 23, 2014 executed by the Pledgor (among others), or to which the Pledgor has been joined as a party pursuant to a Joinder Agreement, in favor of the Administrative Agent for the benefit of the Revolving Secured Parties (as from time to time amended, revised, modified, supplemented or amended and restated, the “Pledge Agreement”), to cause certain Pledged Interests held by it and listed on Annex A to this Supplement (the “Additional Interests”) to be specifically identified as subject to the Pledge Agreement.

B.A material part of the consideration given in connection with and as an inducement to the execution and delivery of the Revolving Credit Agreement by the Revolving Secured Parties was the obligation of the Pledgor to pledge to the Administrative Agent for the benefit of the Revolving Secured Parties the Additional Interests, whether then owned or subsequently acquired or created

 

C.The Pledgor has acquired rights in the Additional Interests and desires to pledge, and evidence its prior pledge, to the Administrative Agent for the benefit of the Revolving Secured Parties all of the Additional Interests in accordance with the terms of the Revolving Credit Agreement and the Pledge Agreement.

 

In order to induce the Revolving Secured Parties to from time to time make and maintain extensions of credit under the Revolving Credit Agreement, Related Swap Contracts and Related Cash Management Arrangements, the Pledgor hereby agrees as follows:

 

1.Affirmations.  The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Interests contained in the Pledge Agreement and pledges and collaterally assigns to the Administrative Agent for the benefit of the Revolving Secured Parties, and grants to the Administrative Agent for the benefit of the Revolving Secured Parties a first priority lien and security interest in, the Additional Interests and all of the following:

Exhibit A – Page 1

58126996

 




 

(a)all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of any or all of the Additional Interests or (y) by its or their terms exchangeable or exercisable for or convertible into any Additional Interest or other Pledged Interest;

(b)all other property of whatever character or description, including money, securities, security entitlements and other investment property, and general intangibles hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the foregoing;

(c)all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing or any proceeds thereof; and

(d)all proceeds of any of the foregoing.

The Pledgor hereby acknowledges, agrees and confirms by its execution of this Supplement that the Additional Interests constitute “Pledged Interests” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (d) above (the “Additional Collateral”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement.  Each of the representations and warranties with respect to Pledged Interests and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Interests and the Additional Collateral, respectively.  The Pledgor further represents and warrants that Annex A attached to this Supplement contains a true, correct and complete description of the Additional Interests, and that all other documents required to be furnished to the Administrative Agent pursuant to Section 2(c) of the Pledge Agreement in connection with the Additional Collateral have been delivered or are being delivered simultaneously herewith to the Administrative Agent.  The Pledgor further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as to it, to be supplemented as of the date hereof to include the Additional Interests as described on Annex A to this Supplement.

2.Counterparts.  This Pledge Agreement Supplement may be executed in any number of counterparts each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Pledge Agreement Supplement to produce or account for more than one such counterpart executed by the Pledgor.  Without limiting the foregoing provisions of this Section 2, the provisions of Section 10.10 of the Revolving Credit Agreement shall be applicable to this Pledge Agreement.

 

3.Governing Law; Venue; Waiver of Jury Trial.  The provisions of Section 25 of the Pledge Agreement are hereby incorporated by reference as if fully set forth herein.

 




Exhibit A – Page 2

58126996

 




 

IN WITNESS WHEREOF, the Pledgor has caused this Supplement to be duly executed by it’s authorized officer as of the day and year first above written.

PLEDGOR:

________________________________________

By:_____________________________________

Name:___________________________________

Title:____________________________________


 

Exhibit A – Page 3

58126996

 




 

ANNEX A

(to Pledge Agreement Supplement of __________ dated __________)

Additional Interests

 

 


									
	
 

 

 

 

Name of Pledgor
	
Name, Jurisdiction of Formation and Type of Entity of Pledged Subsidiary
	
 

 

Class or Type of Additional Interest
	
Total Amount of Class or Type of Additional Interests Authorized
	
 

 

Total Amount of Class or Type Outstanding
	
 

 

 

 

Total Amount  Pledged
	
 

 

 

Certificate Number (if applicable)
	
 

 

 

 

Par Value (if applicable)
	
 

 

 

Name of Transfer Agent (if any)

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 




 

Exhibit A – Page 4

58126996