Amended and Restated Promissory Note ($150 Mil)


  Exhibit 10.4
 AMENDED AND RESTATED
PROMISSORY NOTE
(Acquisition/Revolving Line of Credit)
(LIBOR Rate)
   

	 $150,000,000.00
 	 Charlotte, North Carolina
 
 February 5, 2003
 

 FOR VALUE RECEIVED, SONIC AUTOMOTIVE, INC., a Delaware corporation (“Borrower”), whose address is 6415 Idlewild Road, Suite 109, Charlotte, North Carolina 28212, promises to pay to TOYOTA MOTOR CREDIT CORPORATION, a California corporation, (“Lender”), or order, at 19001 South Western Avenue, Torrance, California 90501 or at such other place as Lender may from time to time in writing designate, in lawful money of the United States of America, the
principal sum of ONE HUNDRED FIFTY MILLION AND 00/100 DOLLARS ($150,000,000.00), or so much thereof as may be advanced from time to time,
together with interest, adjusted monthly, on the principal balance outstanding from time to time (the “Principal Balance”), in like money, from the Effective Date (as defined herein) of
this Amended and Restated Promissory Note (this “Note”), to and including the Termination Date, at the LIBOR Rate (as defined in the Agreement) plus two and fifty-five hundredths
percent (2.55%) per annum.
 Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Second Amended and
Restated Credit Agreement dated as of February 5, 2003, among Borrower, the Lenders, Ford Credit, as Agent, and certain other lender parties thereto (the “Agreement”). 
 The term “Effective Date” means February 5, 2003.
 Borrower promises to pay interest on the unpaid principal balance outstanding until such principal amount is paid in full, at the Applicable LIBOR Rate, and payable at such times as are specified in
the Agreement.
 Both principal and interest are payable in lawful money of the United States of America to the Agent under the Agreement, in same day funds.
Each Advance owing to the Lender by the Borrower, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this Note; provided,
however, that the failure of the Lender to make any such recordation or endorsement will not affect the Obligations of the Borrower under this Note.
 This Note
is one of the Notes referred to in, and is entitled to the benefits of, the Agreement. The Agreement, among other things, (i) provides for the making of Advances by the Lender to or for the benefit of the Borrower from time to time in an aggregate
amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity
hereof upon the happening of certain stated 
 
 





  events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The Obligations
of Borrower under this Note and the Loan Documents, and the obligations of the Dealership Guarantors and any other parties to the loan are secured by the Collateral as provided in the Loan Documents. 
 In no circumstance may the aggregate principal amount of all Advances outstanding under the Notes and Letters of Credit exceed the Aggregate Commitments or the Maximum
Availability.
 
 





  IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has duly executed this Note under seal, the day and year first above
written.
  

	  
 	  
 	  
 	 SONIC AUTOMOTIVE, INC.,
 a Delaware corporation
 
	  
 	  
 	 
 
 
 	  
 	 By: 
 	 
 /s/ THEODORE M. WRIGHT 
 	 (SEAL)
 
	  
 	  
 	  
 	  
 	  
 	 
 	  
 
	  
 	  
 	  
 	  
 	 Name: 
 	 Theodore M. Wright
 
	  
 	  
 	  
 	  
 	 Title: 
 	 President
 

 [SIGNATURE PAGE TO PROMISSORY NOTE]
 
 





  SCHEDULE OF REVOLVING LOANS AND PAYMENTS OR PREPAYMENTS
     

	 Date
 	  
 	 Amount of
 Advance
 	  
 	 Principal
 Paid or
 Prepaid
 	  
 	 Amount of
 Unpaid
 Principal
 Balance
 	  
 	 Notation
 Made By