Second Amended and Restated Security Agreement #2


  Exhibit 10.9
 SECOND AMENDED AND RESTATED
SECURITY AGREEMENT
 SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) dated as of February 5, 2003 made by each of the entities listed on the signature pages hereto, jointly and severally, (each referred to individually herein as a “Grantor,” and collectively, the “Grantors”), in favor of FORD MOTOR CREDIT COMPANY (the “Agent”), as agent for the lenders (the “Lenders”) under the Credit Agreement defined below. Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings given to such terms in the Credit Agreement defined below.
 PRELIMINARY STATEMENTS:
 On August 10, 2000, Ford Credit and Chrysler Financial made a loan (the “Loan”)
to Borrower in the principal amount of $500,000,000.00, pursuant to the terms of the Credit Agreement dated as of August 10, 2000. Thereafter, the parties agreed to increase the principal amount of such loan to $600,000,000.00 and to add Toyota
Credit as a Lender pursuant to the Amended and Restated Credit Agreement dated as of June 20, 2001 (Ford Credit, Chrysler Financial and Toyota Credit referred to as the “Original
Lender”). Further, the parties entered into an Amendment to Credit Agreement dated August 15, 2001 that provided for converting the interest rate on a portion of the principal balance on
the Loan to a fixed rate and an Amendment to Credit Agreement dated April 11, 2002 that eliminated the fixed rate conversion and allowed a certain portion of the Loan available for Letters of Credit (collectively, the “Original Credit Agreement”). 
 Now the parties wish to
decrease the principal balance of the Loan to $500,000,000.00, add Bank of America as a Lender under the Credit Agreement and incorporate the terms of the foregoing Amendments, all as set forth in the Second Amended and Restated Credit Agreement
dated as of even date herewith (the “Credit Agreement”). 
 As a condition, among others, to the Lenders’ willingness to enter into and the Original Credit Agreement, the Original Lenders required that certain Subsidiaries (as defined in the Original Credit Agreement)
existing at the time of the Original Credit Agreement (collectively, the “Original Grantors”), jointly and severally, execute and
deliver a guaranty agreement (collectively, the “First Guaranties”), and a security agreement (collectively, the “Original Security Agreements”) pursuant to which, among other things, each such Original Grantor agreed to guaranty the Obligations of Borrower
under the Notes (as defined in the Original Credit Agreement) and the Original Credit Agreement; and
 Under the terms of the Original Credit Agreement, any new
Dealership Guarantor acquired by Borrower in a Permitted Acquisition was and is required to guaranty each of the Obligations and execute a guaranty and a security agreement in a form acceptable to the Original Lenders; and
 From the date of the Original Credit Agreement to the date hereof, Borrower made several Permitted Acquisitions and each of the entities acquired or created by Borrower in
connection with such Permitted Acquisitions (collectively, the “Additional Grantors,” and together with Original Grantors,
“Grantors” as defined in the first paragraph hereof) guaranteed the Obligations and executed a guaranty (all referred to together
with the First Guaranties as the “Original Guaranty”), a security agreement (all referred to together with the First Security
Agreement as the “Original Agreement”); and
 
 





  As a condition of the decrease of the Loan and the addition of Bank of America as a Lender , the Lenders have required that Borrower
execute the Credit Agreement, and the Notes (as defined in the Credit Agreement; and
 It is a condition precedent to the making of Advances under the Credit
Agreement, that each Grantor reaffirms its obligations under the Original Guaranty and agrees to guaranty the Increase by executing and delivering the Reaffirmation of Guaranty dated as of February 5, 2003 (referred to together with the Original
Guaranty as the “Guaranty”) and that each Grantor confirms that the security interests granted pursuant to the Credit Agreement secure Loan; and    
 NOW, THEREFORE, in consideration of the premises and in order to induce each Lender consent to the addition of Bank of America as a
Lender, decrease the Loan and make further Advances under the Credit Agreement, each Grantor hereby agrees with Agent, for the benefit of the Lenders, that Grantor’s obligations under the Original Agreement are hereby reaffirmed and the
Original Agreement hereby amended and restated in its entirety as follows:
 SECTION 1. Grant of Security.  Grantor hereby assigns and pledges to Agent, for the benefit of the Lenders, and hereby grants to Agent, for the benefit of the Lenders, a security interest in, all of its respective right, title and interest in and to the
following, whether now owned or hereafter acquired (the “Collateral”):
 (A)     all equipment in all of its forms, including furniture, machinery, service vehicles, supplies and other equipment (the “Equipment”); 
 (B)     all
inventory in all of its forms, including motor vehicles, tractors, trailers, service parts and accessories and other inventory (“Inventory”);
 (C)     all accounts, contract rights, chattel paper,
instruments, notes, letters of credit, documents, documents of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and other obligations of third persons of any kind, now or hereafter existing, whether
or not arising out of or in connection with the sale or lease of goods, the rendering of services or otherwise, and all rights now or hereafter existing in and to all security agreements, leases, and other contracts securing or otherwise relating to
any such accounts, contract rights, chattel paper, instruments, notes, letters of credit, documents, documents of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds or obligations of third persons
(any and all such accounts, contract rights, chattel paper, instruments, notes, letters of credit, documents, documents of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and obligations of third
persons being the “Receivables”, and any and all such leases, security agreements and other contracts being the “Related Contracts”);
 (D)     all of the Grantor’s governmental approvals and authorizations to the maximum extent permitted by applicable law;
 (E)     all property and interests in property of the Grantor now or hereafter coming into the actual possession,
custody or control of the Agent or a Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise);
 
 





  (F)      leasehold interests in and fixtures
located on any real property;
 (G)     all security entitlements;

 (H)     all intellectual property;
 (I)       all goods; and all computer hardware and software;
 (J)       all present and future Commercial Tort Claims; 
 (K)     Electronic Chattel Paper, Letter-of-Credit Rights, Payment Intangibles, Supporting
Obligations and Tangible Chattel Paper;
 (L)      records and other
books and records relating to the foregoing; and
 (M)    all accessions and
additions to, substitutions for, and replacements, products and proceeds of any of the foregoing (including, without limitation, proceeds which constitute property of the types described in clauses (A) through (L) of this Section 1 and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Lender is the loss payee thereof), or any indemnity,
warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash.
 Provided that the
term “Collateral” shall exclude (i) any contract rights (other than any contract rights pursuant to a franchise agreement between Grantor and an automobile manufacturer), equity interests or general intangibles of the Grantor or owned by
the Grantor to the extent the Grantor may not grant a security interest in the same without breach of the terms thereof and (ii) unless the relevant automobile manufacturer grants its consent thereto, any contract rights, equity interests or general
intangibles related to a franchise agreement, framework agreement or other agreement with an automobile manufacturer if the granting of the foregoing security interest would permit such automobile manufacturer to terminate or materially alter or
exercise other remedial rights in respect of such franchise agreement, framework agreement or other agreement with the Grantor, provided that Grantor shall use its commercially reasonable efforts to obtain agreements from the relevant manufacturers
(a) permitting the grant of a security interest described in Subsection (i) above and (b) granting the consent described in Subsection (ii) above (“Excluded Collateral”).
 It is hereby acknowledged that certain of the franchise agreements, framework agreements and/or other agreements between the various automobile manufacturers and the Grantor may contain (i) restrictions on the ability
of Grantor to transfer its ownership interest in any Sonic Dealership without the consent of the relevant automobile manufacturer, (ii) provisions giving the automobile manufacturer a right of first refusal over any proposed sale or transfer of the
ownership interests in any Sonic Dealership or any portion of the assets of any Sonic Dealership (provided, however, that for the purposes of this acknowledgment, the interpretation of the Agent and the Lenders is that “transfer” does not
include the granting of a security interest in assets other than ownership interests in a Sonic Dealership and contract rights under franchise agreements), and (iii) requirements that under certain circumstances (including, without limitation, upon
termination of the relevant franchise agreement) the Grantor must sell certain property (consisting primarily of a particular manufacturer’s vehicles, parts, accessories, signs, tools and other similar items) to the manufacturer free and clear
of any liens
 
 





  and encumbrances. It is understood and agreed that the existence or occurrence of any of the foregoing shall not result in a breach of or default under this
Agreement, provided, however, that it is understood that for purposes of this acknowledgment, the interpretation of the Agent and the Lenders is that nothing contained in clause (iii) of the preceding sentence may be construed as invalidating the
Liens in the Collateral.
 Notwithstanding anything contained in the two immediately preceding paragraphs, any proceeds (whether in the form of cash, property,
debt or other tangible or intangible rights or assets) that Borrower or any Grantor receives from, under or in connection with any contract rights, equity interests, general intangibles, franchise agreements, framework agreements or other agreements
with any automobile manufacturer that Agent and the Lenders have agreed to exclude from the definition of Collateral under the two immediately preceding sentences shall be included in the definition of Collateral.
 To the extent that the Agent or the Lenders has obtained a Lien on any of the Excluded Collateral such Lien is hereby null and void.
 Unless otherwise defined in this Section 1 or in the Credit Agreement, terms used in this Section 1 and within this Agreement that are also defined in Article 9 of the UCC have the same meaning as
set forth in the UCC.
 SECTION 2.           Security for
Obligations.  This Agreement secures the payment of (i) all obligations of the Borrower now or hereafter existing under the Credit Agreement (including, without limitation, the Revolving Credit Obligations) and the
Notes, (ii) all obligations of Grantor now or hereafter existing under the Guaranty, whether for principal, interest, fees, expenses or otherwise, and (ii) all obligations of Grantor hereafter existing under this Agreement (all such obligations of
the Grantors and the Borrower being the “Obligations”). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the
Obligations and would be owed by Grantor to Lender under the Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving Grantor or the
Borrower.
 SECTION 3.           Grantors Remain
Liable.  Anything herein to the contrary notwithstanding, (i) Grantor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its
respective duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by Agent of any of the rights hereunder shall not release Grantor from any of its duties or obligations under the contracts
and agreements included in the Collateral, and (iii) neither Agent nor the Lenders shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall Agent or the Lenders be
obligated to perform any of the obligations or duties of Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
 SECTION 4.           Representations and Warranties.  Grantor represents and warrants as follows:

(A)     All of its Equipment and Inventory is located at the places specified on Exhibit A hereto. The chief place of business and chief executive office of Grantor and the office where the Grantor keeps its records concerning the Receivables, and the originals of all chattel paper that evidence
Receivables, are located at the address specified in Section 16.
 
 





  except for that portion of the Receivables constituting BHPH Collateral (as defined in the Agreement), none of the Receivables is evidenced by a promissory
note or other instrument.
 (B)     Grantor is the legal and beneficial owner of its respective
Collateral free and clear of any lien, security interest, option or other charge or encumbrance except for (i) the security interest created by this Agreement, and (ii) any security interests consented to by the Required Lenders (as defined in the
Credit Agreement) (collectively, the “Permitted Liens”). Other than financing statements with respect to Permitted Liens, no
effective financing statement or other document similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Lender relating to this Agreement. 
 (C)     Grantor has exclusive possession and control of its Equipment and Inventory.
 (D)     Subject to the Permitted Liens, this Agreement creates a valid and perfected first priority security
interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken or are being taken substantially contemporaneously with
the execution and deliver of this Agreement.
 (E)     No consent of any other person or entity
and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (i) for the grant by the Grantor of the security interest granted hereby or for the execution, delivery or
performance of this Agreement by the Grantor, (ii) for the perfection or maintenance of the security interest created hereby (including the first priority nature of such security interest) or (iii) for the exercise by Agent (for the benefit of
the Lenders) of its rights and remedies hereunder, in each case, except for (a) filings made or to be made with respect to Agent’s security interest in the Collateral, and (b) those that have been made, obtained or given.
 (F)     There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or
waived.
 (G)     Grantor has, independently and without reliance upon either Lender and based
on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
 SECTION 5.           Further Assurances.  (A) Grantor agrees that from time to time, at its expense, it will promptly execute and deliver
all further instruments and documents, and take all further action, that may be necessary or desirable, or that Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to
enable Agent (acting for the benefit of the Lenders) to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Grantor hereby irrevocably authorizes Agent at any time, and from time to time, to file in any
jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral (a) as all assets of Grantor, or words of similar effect, or (b) as being of an equal or lesser scope or within greater detail, and (ii) contain
any other information required by Part 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including the
type of organization and the organizational identification number issued to Grantor. Without limiting the generality of the foregoing, Grantor will upon such request: (1) mark conspicuously each chattel paper included
 
 





  in the Receivables and each Related Contract and, at the request of Agent, each of its records pertaining to the Collateral with a legend, in form and
substance satisfactory to Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (2) if any Receivable shall be evidenced by a promissory note or other instrument or
chattel paper, deliver and pledge to Agent (for the benefit of the Lenders) hereunder such note or instrument or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance
satisfactory to Agent; and (3) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Lender may request, in order to perfect and preserve
the security interest granted or purported to be granted hereby.
 (B)     Grantor hereby
authorizes Agent to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral without its signature where permitted by law. A photocopy or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.
 (C)     Grantor will furnish to Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Agent may
reasonably request, all in reasonable detail.
 (D)     Grantor shall promptly (i) notify
Agent, in writing, of the existence of any Collateral consisting of deposit accounts, investment property, Letter-of-Credit Rights, which in the aggregate exceed $15,000,000.00, or Electronic
Chattel Paper and shall, upon the reasonable request of Agent, promptly execute such other documents, and do such other acts or things deemed appropriate by Agent to deliver to Agent control with respect to such Collateral; provided, however, that
the Grantor is only obligated to take action pursuant to this Section 5(d)(i) with respect to Letter-of-Credit Rights that exceed $15,000,000.00, in aggregate, (ii) with respect to Collateral in
the possession of a third party, other than certificated securities and goods covered by a document, an acknowledgment from the third party that it is holding the Collateral for benefit of the Agent; and (iii) promptly notify Agent, in writing, upon
incurring or otherwise obtaining a Commercial Tort Claim in excess of One Million Dollars ($1,000,000.00) after the date hereof against any
third party, and upon the request of Agent, will promptly enter into an amendment to this Agreement, and do such other acts or things deemed appropriate by .Agent to give Agent a security interest in such Commercial Tort Claim.
 SECTION 6.           As to Equipment and Inventory.  (A) Grantor shall keep its Equipment and Inventory at the location referred to in Section 4(a) or, upon 30 days’ prior written notice to Agent, at such other places in
jurisdictions where all action required by Section 5 shall have been taken with respect to its Equipment and Inventory.
 (B)     Grantor shall cause the Equipment owned by it to be maintained and preserved in the same condition, repair and working order as when new, ordinary
wear and tear excepted, and in accordance with any manufacturer’s manual, and shall forthwith, or in the case of any loss or damage to any of the Equipment as quickly as practicable after the occurrence thereof, make or cause to be made all
repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end. Grantor shall promptly furnish to Agent a statement respecting any material loss or damage to any of its Equipment or
Inventory.
 
 





  (C)     Grantor shall pay promptly when due all property and other
taxes, assessments and governmental charges or levies imposed upon, and all claims against, its Equipment or Inventory.
 SECTION 7. Insurance.  (A)    Grantor shall, at its own expense, maintain insurance with respect to its Equipment and Inventory in such amounts, against such risks, in such form and with such
insurers, as shall be satisfactory to Agent from time to time. Each policy for liability insurance shall provide for all losses to be paid on behalf of Agent (for the benefit of the Lenders) and the Grantor as their respective interests may appear
and each policy for property damage insurance shall provide for all losses to be paid directly to Agent (for the benefit of the Lenders). Each such policy shall in addition (i) name the Grantor and Agent (for the benefit of the Lenders) as insured
parties thereunder (without any representation or warranty by or obligation upon Agent) as their interests may appear, (ii) contain the agreement by the insurer that any loss thereunder shall be payable to Agent (for the benefit of the Lenders)
notwithstanding any action, inaction or breach of representation or warranty by the Grantor, (iii) provide that there shall be no recourse against Agent or the Lenders for payment of premiums or other amounts with respect thereto and (iv) provide
that at least ten days’ prior written notice of cancellation or of lapse shall be given to Agent by the insurer. Grantor shall, if so requested by Agent, deliver to Agent original or duplicate policies of such insurance and, as often as Agent
may reasonably request, a report of a reputable insurance broker with respect to such insurance. Further Grantor shall, at the request of Agent, duly execute and deliver instruments of assignment of such insurance policies to comply with the
requirements of Section 5 and cause the insurers to acknowledge notice of such assignment.
 (B)     Upon the occurrence and during the continuance of an Event of Default, all insurance payments in respect of such Equipment or Inventory shall be paid to and applied by Agent as specified in
Section 13(B).
 SECTION 8. As to Receivables.  (A) Grantor shall keep its chief place of business
and chief executive office and the office where it keeps its records concerning the Receivables, and the originals of all chattel paper that evidence Receivables, if any, at the location therefor referred to in Section
4(a) or, upon 30 days’ prior written notice to Agent, at any other locations in the United States of America in a jurisdiction where all action required by Section 5 shall
have been taken with respect to the Receivables. Grantor will hold and preserve such records and chattel paper and will permit representatives of Agent or any Lender at any time during normal business hours to inspect and make abstracts from such
records and chattel paper. Grantor shall not change its name, identity or corporate structure to such an extent that any financing statement filed in connection with this Agreement would become seriously misleading, unless the Grantor shall have
given Agent at least 30 days prior written notice thereof and prior to effecting any such change, taken such steps, at Grantor’s expense, as Agent may deem necessary or desirable to continue the perfecting and priority of the liens in favor of
Agent (for the benefit of the Lenders) granted in connection herewith.
 (B)     Except as
otherwise provided in this Subsection (B), the Grantor shall continue to collect, at its own expense, all amounts due or to become due the Grantor under the Receivables. In connection with such collections, the Grantor may take (and, at the
Agent’s direction, shall take) such action as the Grantor or the Agent may reasonably deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an Unmatured Default and upon written notice to the Grantor or its intention to do
so, to notify the account debtors or obligors under any Receivables of the assignment of such
 
 





  Receivables to the Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Grantor thereunder
directly to the Agent and, upon such notification and at the expense of the Grantor, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the
Grantor might have done. After receipt by the Grantor of the notice from the Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments)
received by the Grantor in respect of the Receivables shall be received in trust for the benefit of the Agent hereunder, shall be segregated from other funds of the Grantor and shall be forthwith paid over to the Agent in the same form as so
received (with any necessary endorsement) to be held as cash collateral and either (a) released to the Grantor so long as no Event of Default shall have occurred and be continuing or (b) if any Event of Default shall have occurred and be
continuing, applied as provided by Section 13(B), and (ii) the Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any account debtor or obligor thereof, or allow any credit or
discount thereon, except in the ordinary course of business consistent with past practice. 
 SECTION 9.           Transfers and Other Liens.  Grantor may not (i) sell, assign (by operation of law or otherwise) or otherwise dispose
of, or grant any option with respect to, any of the Collateral, or (ii) create or permit to exist any lien, security interest, option or other charge or encumbrance upon or with respect to any of the Collateral, except for the security interest
under this Agreement and Liens permitted under the Credit Agreement.
 SECTION 10.        Agent Appointed Attorney-in-Fact.  Grantor hereby irrevocably appoints Agent Grantor’s attorney-in-fact, with full authority in the
place and stead of the Grantor and in the name of the Grantor, the Lenders or otherwise, from time to time in Agent’s discretion, to take any action and to execute any instrument which Agent may deem necessary or advisable to accomplish the
purposes of this Agreement, including, without limitation:
 (A)     to obtain and adjust
insurance required to be paid to Agent pursuant to Section 7,
 (B)     to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Collateral,
 (C)     to receive, indorse, and collect any drafts or other instruments, documents and
chattel paper, in connection therewith, and
 (D)     to file any claims or
take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent or the Lenders with respect to any of the Collateral.
 SECTION 11.        Agent May Perform.  If Grantor fails
to perform any agreement contained herein, Agent may itself perform, or cause performance of, such agreement, and the expenses of Agent or the Lenders incurred in connection therewith shall be payable by the Grantors under Section 14(B).
 SECTION 12.        Agent’s Duties.  The powers conferred on Agent hereunder are solely to protect its interest (in its capacity as agent on behalf of the Lenders) in the Collateral and shall not impose any duty upon it to
exercise any such powers. Except for the safe custody
 
 





  of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Agent shall have no duty as to any Collateral or as to
the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession
if such Collateral is accorded treatment substantially equal to that which Agent accords its own property.
 SECTION 13.         Remedies.  If any Event of Default shall have occurred and be continuing:
 (A)     Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for
herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code, and all amendments, restatements, modifications and supplements thereto, in effect in the State of North Carolina at
that time (the “UCC”) (whether or not the UCC applies to the affected Collateral), and also may (i) require Grantor to, and Grantor hereby agrees that it will at its expense and upon
request of Agent forthwith, assemble all or part of the Collateral as directed by the Agent and make it available to Agent at a place to be designated by Agent which is reasonably convenient to both parties and (ii) without notice except as
specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Agent’s or the Lenders’ offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as
Agent may deem commercially reasonable. Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to the Grantor of the time and place of any public sale or the time after which any private sale
is to be made shall constitute reasonable notification. Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Agent may adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.
 (B)     Any cash held by Agent as Collateral and all cash proceeds received by Agent in respect of any sale of, collection from, or other realization upon all or any part of the
Collateral may, in the discretion of Agent, be held by Agent as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Agent or the Lenders pursuant to Section
14) in whole or in part by Agent against, all or any part of the Obligations in such order as Agent shall elect. Any surplus of such cash or cash proceeds held by Agent and remaining after payment in full in cash of all the
Obligations shall be paid over to the Grantor or to whomsoever may be lawfully entitled to receive such surplus.
 SECTION 14.        Indemnity and Expenses.  (A) Grantor agrees to indemnify Agent and the Lenders from and against any and all claims, losses and
liabilities (including reasonable attorneys’ fees) growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting from the Lender’s gross
negligence or willful misconduct.
 (B)     Grantor shall be liable to Agent and the Lenders
for the amount of any and all reasonable expenses, including the reasonable fees and expenses of its in-house and external counsel and of any experts and agents, which Agent or the Lenders may incur in connection with (i) the administration of this
Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii)
 
 





  the exercise or enforcement of any of the rights of Agent or the Lenders hereunder or (iv) the failure by Grantor to perform or observe any of the provisions
hereof.
 (C)     Notwithstanding anything else in this Agreement to the contrary, no party
shall have any obligation to reimburse any person for attorneys’ fees and expenses unless such fees and expenses are (i) reasonable in amount, (ii) determined without reference to any statutory presumption and (iii) calculated using the actual
time expended and the standard hourly rate for the attorneys and paralegals performing the tasks in question and the actual out-of-pocket expenses incurred.
 SECTION 15.        Amendments, Etc.  Except as otherwise provided in Section 7.1 (B) of the Credit Agreement, no amendment or waiver of any provision of this Agreement, and no consent to any departure by Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by Required Lenders, and
then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
 SECTION 16.        Addresses for Notices.  All notices and other communications provided for hereunder shall be in writing (including telecopier,
telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered, if to the Grantor, at its address at 6415 Idlewild Road, Suite 109, Charlotte, North Carolina 28212, if to Agent, at its address specified
in the Credit Agreement; or, as to each party, at such other address as shall be designated by such party in a written notice to the other party. All such notices and communications shall be effective, upon receipt, or in the case of (i) notice by
mail, five days after being deposited in the United States mails, first class postage prepaid, (ii) notice by overnight courier, one business day after being deposited with a national overnight courier service, (iii) notice by telex, when telexed
against receipt of answer back or (iv) notice by facsimile copy, when transmitted against mechanical confirmation of successful transmission.
 SECTION
17.        Continuing Security Interest; Assignments under Credit Agreement.  This Agreement shall create a continuing assignment of
and security interest in the Collateral and shall (i) remain in full force and effect until the payment in full in cash of the Obligations and all other amounts payable under this Agreement (such date, the “Security
Termination Date”), (ii) be binding upon Grantor, and Grantor’s successors and assigns and (iii) inure to the benefit of, and be enforceable by, Agent, The Lenders, and each of their respective successors,
transferees and assigns. Without limiting the generality of the foregoing clause (iii), any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other person or entity, and such
other person or entity shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise subject, however to the provisions of Article VII of the Credit Agreement. On the Security Termination Date, the
security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor. Upon any such termination, Agent will, at the Grantors’ expense, execute and deliver to Grantor such documents as it shall reasonably
request to evidence such termination.
 SECTION 18.        Governing Law;
Terms.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NORTH
CAROLINA. 
 SECTION 19.        Waiver of Jury
Trial.  To the maximum extent of applicable law, Grantor, the Agent and each Lender waives any right to trial by jury in any dispute, whether
 
 





  sounding in contract, tort, or otherwise, between the Agent, the Lenders and Grantor arising out of or related to the transactions contemplated by this
Agreement or any other instrument, document or agreement executed or delivered in connection herewith. Any of the Grantor, the Agent or the Lenders may file an original counterpart or a copy of this Agreement with any court as written evidence of
the consent of the parties hereto to the waiver of their right to trial by jury.
 SECTION 20.        Consent to Jurisdiction; Counterclaims; Forum Non Conveniens. 
 (A)     Exclusive Jurisdiction.  Except as provided in Subsection (B) of this Section 20, the Agent, each Lender and the Grantor agree that all disputes between them arising out of or related to the relationship established between them in connection with this Agreement, whether arising in
contract, tort, equity, or otherwise, shall be resolved only by state or federal courts located in North Carolina, but the parties acknowledge that any appeals from those courts may have to be heard by a court located outside of North
Carolina.
 (B)     Other Jurisdictions.  The Agent and
each Lender shall have the right to proceed against any Grantor or its real or personal property in a court in any location to enable Agent or the Lenders to obtain personal jurisdiction over the Grantor, to realize on the Collateral or any other
security for the Obligations or to enforce a judgment or other court order entered in favor of Agent or the Lenders. No Grantor shall assert any permissive counterclaims in any proceeding brought by Agent or the Lenders under this Section
20(B).
 (C)     Venue; Forum Non Conveniens.  The Agent,
the Grantor and each Lender waives any objection that it may have (including, without limitation, any objection to the laying of venue or based on forum non conveniens) to the location of the court in which any proceeding is commenced in accordance with this Section 20.
 SECTION 21.        Service of Process.  Grantor waives personal
service of any process upon it and, as security for the Obligations, irrevocably appoints Theodore M. Wright as its registered agent for the purpose of accepting service of process issued by any court in connection with any dispute between Grantor,
the Agent and the Lenders arising out of or related to the relationship established between them in connection with this Agreement or any other document to which Grantor is a party.
 SECTION 22.        Security Interest Absolute.  All rights of Agent (for the benefit of the Lenders), and security interests hereunder, and all obligations of the Grantor hereunder, shall be absolute and unconditional irrespective of:

(A)     Any lack of validity or enforceability of the Credit Agreement, Guaranty or
any other agreement or instrument relating thereto;
 (B)     Any change in
the time, manner or place of payment of, or in any other term of, all or any part of the Liabilities, or any other amendment or waiver of or any consent to any departure from the Credit Agreement or Guaranty; 
 (C)     Any exchange, release or non-perfection of any other collateral, or any release or
amendment or waiver of or consent to departure from any guaranty, for all or any part of the Liabilities; or
 (D)     any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Grantor in respect of the Liabilities.
 
 





  SECTION 23.        Amendment and
Restatement.  This Agreement amends and restates with respect to Grantor that certain Amended and Restated Security Agreement dated as of June 15, 2001, by Grantor in favor of Agent.
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 [SIGNATURE PAGE TO FOLLOW]
 
 





  IN WITNESS WHEREOF, the Grantor has caused this Agreement to be duly executed under seal and delivered by its officer thereunto duly
authorized as of the date first above written.
  

	  
 	  
 	  
 	  
 	 each of the entities listed on the remainder
 of this page and on the following three
pages
 
	  
 	  
 	  
 	  
 	 By: 
 	 
 /s/ THEODORE M. WRIGHT
 	 (SEAL)
 
	  
 	  
 	  
 	  
 	  
 	 
 	  
 
	  
 	  
 	  
 	  
 	 Name: 
 	 Theodore M. Wright
 
	  
 	  
 	  
 	  
 	 Title: 
 	 Vice President
 

  

	  
 	 SONIC - MONTGOMERY FLM, INC.,
 
	  
 	 COBB PONTIAC-CADILLAC, INC.,
 
	  
 	 ROYAL MOTOR COMPANY, INC.,
 
	  
 	 CAPITAL CHEVROLET AND IMPORTS, INC.,
 
	  
 	 SONIC AUTOMOTIVE - 21699 U.S. HWY 19 N., 
 
	  
 	 INC.,
 
	  
 	 HMC FINANCE ALABAMA, INC.
 
	  
 	 SONIC AUTOMOTIVE OF GEORGIA, INC.,
 
	  
 	 SONIC AUTOMOTIVE 5260 PEACHTREE INDUSTRIAL BLVD., LLC,
 
	  
 	 FRONTIER OLDSMOBILE-CADILLAC, INC.,
 
	  
 	 MARCUS DAVID CORPORATION,
 
	  
 	 SONIC AUTOMOTIVE - 9103 E. 
 
	  
 	 INDEPENDENCE, NC, LLC,
 
	  
 	 SONIC LAKE NORMAN CHRYSLER JEEP, LLC,
 
	  
 	 TOWN AND COUNTRY FORD, INCORPORATED,
 
	  
 	 SONIC AUTOMOTIVE-3700 WEST BROAD
 
	  
 	 STREET, COLUMBUS, INC.,
 
	  
 	 SONIC AUTOMOTIVE-1455 AUTOMALL DRIVE,
 
	  
 	 COLUMBUS, INC.,
 
	  
 	 SONIC AUTOMOTIVE-1495 AUTOMALL DRIVE,
 
	  
 	 COLUMBUS, INC.,
 
	  
 	 SONIC AUTOMOTIVE-4000 WEST BROAD
 
	  
 	 STREET, COLUMBUS, INC.,
 
	  
 	 SONIC AUTOMOTIVE-1500 AUTOMALL
 
	  
 	 DRIVE, COLUMBUS, INC.,
 
	  
 	 SONIC AUTOMOTIVE-1400 AUTOMALL DRIVE,
 
	  
 	 COLUMBUS, INC.,
 
	  
 	 SONIC-FORT MILL DODGE, INC.,
 
	  
 	 SONIC AUTOMOTIVE 2752 LAURENS RD.,
 
	  
 	 GREENVILLE, INC.,
 
	  
 	 SONIC AUTOMOTIVE 2424 LAURENS RD.,
 
	  
 	 GREENVILLE, INC.,
 
	  
 	 SONIC-FORT MILL CHRYSLER JEEP, INC.,
 
	  
 	 SONIC AUTOMOTIVE OF CHATTANOOGA, LLC,
 
	  
 	 SONIC AUTOMOTIVE OF NASHVILLE, LLC,
 
	  
 	 SONIC AUTOMOTIVE - 6025
 

 
 
 





   

	  
 	 INTERNATIONAL DRIVE, LLC,
 
	  
 	 SONIC-CREST CADILLAC, LLC, ,
 
	  
 	 TOWN AND COUNTRY JAGUAR, LLC,
 
	  
 	 TOWN AND COUNTRY FORD OF CLEVELAND, LLC,
 
	  
 	 SONIC - 2185 CHAPMAN RD., CHATTANOOGA, LLC,
 
	  
 	 SONIC OF TEXAS, INC., 
 
	  
 	 SONIC - WILLIAMS IMPORTS, INC.,
 
	  
 	 SONIC - WILLIAMS BUICK, INC.,
 
	  
 	 SONIC - WILLIAMS CADILLAC, INC.,
 
	  
 	 SONIC - WILLIAMS MOTORS, LLC,
 
	  
 	 SONIC - NEWSOME CHEVROLET WORLD, INC.,
 
	  
 	 SONIC - NEWSOME OF FLORENCE, INC.,
 
	  
 	 SONIC - CLASSIC DODGE, INC. 
 
	  
 	 SONIC - ROCKVILLE MOTORS, INC., 
 
	  
 	 SONIC - ROCKVILLE IMPORTS, INC., 
 
	  
 	 SONIC - MANHATTAN WALDORF, INC., 
 
	  
 	 SONIC - MANHATTAN FAIRFAX, INC., 
 
	  
 	 SONIC - NORTH CHARLESTON, INC., 
 
	  
 	 SONIC AUTOMOTIVE - 5585 PEACHTREE
 
	  
 	 INDUSTRIAL BLVD., LLC, 
 
	  
 	 SONIC - NORTH CHARLESTON DODGE, INC., 
 
	  
 	 VILLAGE IMPORTED CARS, INC., 
 
	  
 	 FIRSTAMERICA AUTOMOTIVE, INC.,
 
	  
 	 FA SERVICE CORPORATION,
 
	  
 	 FAA AUTO FACTORY, INC.,
 
	  
 	 FAA BEVERLY HILLS, INC.,
 
	  
 	 FAA CAPITOL N, INC.,
 
	  
 	 FAA CONCORD H, INC.,
 
	  
 	 FAA CONCORD N, INC.,
 
	  
 	 FAA CONCORD T, INC.,
 
	  
 	 FAA DUBLIN N, INC.,
 
	  
 	 FAA MARIN D, INC.,
 
	  
 	 FAA POWAY D, INC.,
 
	  
 	 FAA POWAY G, INC.,
 
	  
 	 FAA SAN BRUNO, INC.,
 
	  
 	 FAA SERRAMONTE H, INC.,
 
	  
 	 FAA SERRAMONTE L, INC.,
 
	  
 	 FAA SERRAMONTE, INC.,
 
	  
 	 FAA STEVENS CREEK, INC.,
 
	  
 	 SONIC–COAST CADILLAC, INC. f/k/a FAA
 
	  
 	 WOODLAND HILLS VW, INC.,
 
	  
 	 FAA TORRANCE CPJ, INC.,
 
	  
 	 FAA DUBLIN VWD, INC.,
 
	  
 	 KRAMER MOTORS INCORPORATED,
 
	  
 	 FAA SANTA MONICA V, INC.,
 
	  
 	 FAA LAS VEGAS H, INC.,
 
	  
 	 L DEALERSHIP GROUP, INC.,
 
	  
 	 WINDWARD, INC.,
 
	  
 	 AUTOBAHN, INC.,
 

 
 





   

	  
 	 SONIC – STEVENS CREEK B, INC.,
 
	  
 	 FAA HOLDING CORP.,
 
	  
 	 FRANCISCAN MOTORS, INC.,
 
	  
 	 SANTA CLARA IMPORTED CARS, INC.,
 
	  
 	 STEVENS CREEK CADILLAC, INC.,
 
	  
 	 FAA MARIN F, INC.,
 
	  
 	 FAA POWAY H, INC., 
 
	  
 	 FAA POWAY T, INC.,
 
	  
 	 FAA MARIN LR, INC.,
 
	  
 	 SONIC-RIVERSIDE, INC., 
 
	  
 	 SONIC-GLOVER, INC., and
 
	  
 	 RIVERSIDE NISSAN, INC.,
 
	  
 	 SPEEDWAY CHEVROLET, INC.
 
	  
 	 FORT MILL FORD, INC.,
 
	  
 	 FREEDOM FORD, INC., 
 
	  
 	 SONIC AUTOMOTIVE - CLEARWATER, INC.,
 
	  
 	 SONIC AUTOMOTIVE COLLISION CENTER OF 
 
	  
 	 CLEARWATER, INC.,
 
	  
 	 SONIC AUTOMOTIVE - 1919 N. DIXIE HWY., NSB, INC.,
 
	  
 	 SONIC AUTOMOTIVE - 1307 N. DIXIE HWY., NSB, INC.,
 
	  
 	 SONIC AUTOMOTIVE- 1720 MASON AVE., DB,
 
	  
 	 INC., 
 
	  
 	 SONIC AUTOMOTIVE - 3741 S. NOVA RD., PO, INC.,
 
	  
 	 SONIC AUTOMOTIVE - 241 RIDGEWOOD AVE., HH, INC.,
 
	  
 	 SONIC AUTOMOTIVE - 6008 N. DALE MABRY, FL, INC.,
 
	  
 	 SONIC AUTOMOTIVE OF NEVADA, INC., 
 
	  
 	 SONIC AUTOMOTIVE OF TENNESSEE, INC.,
 
	  
 	 SONIC AUTOMOTIVE - BONDESEN, INC.,
 
	  
 	 SONIC - LLOYD PONTIAC - CADILLAC, INC.,
 
	  
 	 SONIC - LLOYD NISSAN, INC.,
 
	  
 	 SONIC - SUPERIOR OLDSMOBILE, LLC, 
 
	  
 	 SONIC - SHOTTENKIRK, INC., 
 
	  
 	 SONIC - INTEGRITY DODGE LV, LLC, 
 
	  
 	 SONIC - VOLVO LV, LLC,
 
	  
 	 SONIC - FM AUTOMOTIVE, LLC,
 
	  
 	 SONIC - FM, INC., 
 
	  
 	 SONIC - FM VW, INC.,
 
	  
 	 SONIC - NORTH CADILLAC, INC.,
 
	  
 	 SONIC - FREELAND, INC., and
 
	  
 	 SONIC AUTOMOTIVE - 1720 MASON AVE., DB, LLC
 
	  
 	 SONIC AUTOMOTIVE SERVICING COMPANY, LLC
 
	  
 	 SONIC AUTOMOTIVE F & I, LLC
 
	  
 	 SONIC – RIVERSIDE AUTO FACTORY, INC.
 
	  
 	 TRANSCAR LEASING, INC.
 

 
 





   

	  
 	 SONIC AUTOMOTIVE – 2490 SOUTH LEE
 
	  
 	 HIGHWAY, L.L.C.
 
	  
 	 FAA CAPITOL F, INC.,
 
	  
 	 SONIC – LAS VEGAS C EAST, LLC,
 
	  
 	 SONIC – LAS VEGAS C WEST, LLC,
 
	  
 	 SONIC - CAPITOL CHEVROLET, INC.
 
	  
 	 SONIC - LAS VEGAS C EAST, LLC
 
	  
 	 SONIC DEVELOPMENT, LLC
 
	  
 	 SONIC – HARBOR CITY H, INC.
 
	  
 	 SONIC – BUENA PARK H, INC.
 
	  
 	 SONIC – WEST COVINA T, INC.
 
	  
 	 SONIC – BETHANY H, INC.
 
	  
 	 SONIC – WEST RENO CHEVROLET, INC.
 
	  
 	 AVALON FORD, INC.
 
	  
 	 SONIC-CARSON F, INC.
 
	  
 	 SONIC-CARSON LM, INC.
 
	  
 	 SONIC-DOWNEY CADILLAC, INC.
 
	  
 	 SONIC-MASSEY CHEVROLET, INC.
 
	  
 	 SONIC-LONE TREE CADILLAC, INC.
 
	  
 	 SONIC-ENGLEWOOD M, INC.
 
	  
 	 SONIC-MASSEY PONTIAC BUICK GMC, INC.
 
	  
 	 SONIC-SANFORD CADILLAC, INC.
 
	  
 	 SONIC-PLYMOUTH CADILLAC. INC.
 
	  
 	 SONIC-CAPITOL CADILLAC, INC.
 
	  
 	 ARNGAR, INC.
 
	  
 	 MASSEY CADILLAC, INC. (TX) 
 
	  
 	 MASSEY CADILLAC, INC. (TN)
 
	  
 	 SMART NISSAN, INC.
 
	  
 	 SONIC-LS, LLC
 
	  
 	 SONIC-AUTOMOTIVE WEST, LLC
 
	  
 	 SONIC-RESOURCES, INC.
 
	  
 	 SONIC-LAKE NORMAN DODGE, LLC
 
	  
 	 SONIC-CREST H, LLC
 
	  
 	 SONIC SAM WHITE OLDSMOBILE, LP SONIC – 
 
	  
 	 CALABASAS A, INC.
 
	  
 	 SONIC – OKLAHOMA T, INC.
 
	  
 	 SONIC – CAPITOL IMPORTS, INC.
 
	  
 	 FRANK PARRA AUTOPLEX, INC.
 
	  
 	 MOUNTAIN STATES MOTORS CO., INC.
 
	  
 	 Z MANAGEMENT, INC.
 
	  
 	 SONIC-SERRAMONTE I, INC.
 

  

	  
 	  
 	  
 	 By: 
 	 
 /s/ THEODORE M. WRIGHT
 	 (seal)
 
	  
 	  
 	  
 	  
 	 
 	  
 
	  
 	  
 	  
 	  
 	 Name: Theodore M. Wright
 
	  
 	  
 	  
 	  
 	   Title: Vice President of each of the
              above named entities
 

  
 
 





   

	  
 	 SONIC AUTOMOTIVE OF TEXAS, L.P.,
 
	  
 	 SONIC AUTOMOTIVE-4701 I-10 EAST,
 
	  
 	 TX, L.P.,
 
	  
 	 SONIC AUTOMOTIVE - 3401 N. MAIN, TX, L.P., 
 
	  
 	 SONIC AUTOMOTIVE - 5221 I-10 EAST, TX, L.P.,
 
	  
 	 SONIC - SAM WHITE NISSAN, L.P.,
 
	  
 	 SONIC - LUTE RILEY, L.P.,
 
	  
 	 SONIC - READING, L.P., 
 
	  
 	 SONIC - CAMP FORD, L.P.,
 
	  
 	 SONIC-FORT WORTH T, L.P.,
 
	  
 	 PHILPOTT MOTORS, LTD.
 
	  
 	 SONIC – RICHARDSON F, L.P.
 
	  
 	 SONIC – CARROLLTON V, L.P.
 
	  
 	 SONIC – HOUSTON V, L.P.
 
	  
 	 SONIC – LS CHEVROLET, L.P., f/k/a/ LAWRENCE MARSHALL CHEVROLET, L.P.
 
	  
 	 SONIC UNIVERSITY PARK A, L.P.
 
	  
 	 SONIC-MASSEY CADILLAC, L.P.
 
	  
 	 SONIC – FRANK PARRA AUTOPLEX, L.P.
 
	  
 	 SONIC – CADILLAC D, L.P.
 

  

	  
 	 By:
 	 Sonic of Texas, Inc.,
 a Texas corporation, as General Partner
 
	 
 
 
 	  
 	 By: 
 	 
 /s/ THEODORE M. WRIGHT 
 	 (SEAL)
 
	  
 	  
 	  
 	 
 	  
 
	  
 	  
 	  
 	 Name: Theodore M. Wright
 
	  
 	  
 	  
 	 Title: Vice President
 

  

	  
 	 SONIC PEACHTREE INDUSTRIAL BLVD., L.P., 
 
	  
 	 SONIC - GLOBAL IMPORTS, L.P. and
 
	  
 	 SONIC–STONE MOUNTAIN CHEVROLET, L.P.
 

  

	  
 	  
 	 By:
 	 Sonic Automotive of Georgia, Inc.,
 a Georgia corporation, as General Partner
 
	  
 	  
 	  
 	  
 	 By: 
 	 
 /s/ THEODORE M. WRIGHT 
 	 (SEAL)
 
	  
 	  
 	  
 	  
 	  
 	 
 	  
 
	  
 	  
 	  
 	  
 	  
 	 Name: Theodore M. Wright
 
	  
 	  
 	  
 	  
 	  
 	 Title: Vice President
 

  
 
 





  Agreed and Accepted
 this 5th day of February, 2003
 FORD MOTOR CREDIT COMPANY,
a Delaware corporation, as Agent 
  

	  
 	  
 	  
 	  
 
	 By: 
 	 /s/ STEVE GRACZ 
 	 (SEAL)
 	  
 	  
 	  
 
	  
 	 
 	  
 	  
 	  
 	  
 
	 Name: 
 	 Steve Gracz
 	  
 	  
 	  
 
	 Title: 
 	 National Account Manager
 	  
 	  
 	  
 

 [SIGNATURE PAGE
TO SECURITY AGREEMENT]
  
 
 





  EXHIBIT A
 LOCATION OF EQUIPMENT AND
INVENTORY
OF THE GRANTOR
  

	 Name of Entity / Assumed Name
 	  
 	 Dealership Location
 	  
 
	 
 	  
 	 
 	  
 
	 Arngar, Inc.
 	  
 	  
 	  
 
	 Arnold Palmer Cadillac
 	  
 	 10725 Pineville Road
 Pineville, NC 28134
 
 8218 East Independence
Boulevard
 Charlotte, NC 28227
 	  
 
	 
 	  
 	 
 	  
 
	 Autobahn, Inc.
 	  
 	  
 	  
 
	 Autobahn Motors
 	  
 	 700 Island Parkway
 Belmont, CA 94002
 	  
 
	 
 	  
 	 
 	  
 
	 Avalon Ford, Inc.
 	  
 	  
 	  
 
	 Don Kott Chrysler Jeep
 	  
 	 21126 South Avalon Boulevard
 Carson, CA 90745
 	  
 
	 Don Kott Mazda
 	  
 	 21243 South Avalon Boulevard
 Carson, CA 90745
 	  
 
	 Don Kott Kia
 	  
 	 21243 South Avalon Boulevard
 Carson, CA 90745
 	  
 
	 Don Kott Hino
 	  
 	 21107 Chico Street
 Carson, CA 90749
 	  
 
	 Don Kott Isuzu Truck
 	  
 	 21107 Chico Street
 Carson, CA 90749
 	  
 
	 
 	  
 	 
 	  
 
	 Capitol Chevrolet and Imports, Inc.(f/k/a     Sonic Automotive-711
Eastern Blvd., Montgomery, Inc.)
 	  
 	  
 	  
 
	 Capitol Kia
 	  
 	 845 Eastern Boulevard 
 Montgomery, AL 36117
 	  
 
	 Capitol Chevrolet
 	  
 	 711 Eastern Boulevard 
 Montgomery, AL 36117
 	  
 
	 
 	  
 	 
 	  
 
	 Cobb Pontiac Cadillac, Inc.
 	  
 	  
 	  
 
	 Classic Cadillac Pontiac
 	  
 	 2820 Eastern Bypass 
 Montgomery, AL 36116
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Beverly Hills, Inc.
 	  
 	  
 	  
 
	 Beverly Hills BMW
 	  
 	 8825 Wilshire Boulevard
 Beverly Hills, CA 90211
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Capitol F, Inc.
 	  
 	  
 	  
 
	 Friendly Ford
 	  
 	 919 West Capitol Expressway
 San Jose, CA 95136
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Capitol N, Inc.
 	  
 	  
 	  
 
	 Capitol Nissan
 	  
 	 1120 Capitol Expressway
 San Jose, CA 95136
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Concord H, Inc.
 	  
 	  
 	  
 
	 Concord Honda
 	  
 	 1300 Concord Avenue
 Concord, CA 94520
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Concord N, Inc.
 	  
 	  
 	  
 







   

	 Name of Entity / Assumed Name
 	  
 	 Dealership Location
 	  
 
	 
 	  
 	 
 	  
 
	 Concord Nissan
 	  
 	 1290 Concord Avenue
 Concord, CA 94520
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Concord T, Inc.
 	  
 	  
 	  
 
	 Concord Toyota
 	  
 	 1090 Concord Avenue
 Concord, CA 94520
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Dublin N, Inc.
 	  
 	  
 	  
 
	 Dublin Nissan
 	  
 	 5510 Scarlett Drive
 Dublin, CA 94568
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Dublin VWD, Inc.
 	  
 	  
 	  
 
	 Dublin Volkswagen
 	  
 	 6015 Scarlett Court
 Dublin, CA 94568
 	  
 
	 Dublin Dodge
 	  
 	 6015 Scarlett Court
 Dublin, CA 94568
 	  
 
	 Hyundai of Dublin
 	  
 	 6015 Scarlett Court
 Dublin, CA 94568
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Las Vegas H, Inc.
 	  
 	  
 	  
 
	 Honda West
 	  
 	 7615 West Sahara Avenue
 Las Vegas, NV 89117
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Poway G, Inc.
 	  
 	  
 	  
 
	 Poway Chevrolet
 	  
 	 13742 Poway Road 
 Poway, CA 92064
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Poway H, Inc.
 	  
 	  
 	  
 
	 Poway Honda
 	  
 	 13747 Poway Road
 Poway, CA 92064
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Poway T, Inc.
 	  
 	  
 	  
 
	 Poway Toyota
 	  
 	 13760 Poway Road
 Poway, CA 92064
 	  
 
	 
 	  
 	 
 	  
 
	 FAA San Bruno, Inc.
 	  
 	  
 	  
 
	 Melody Toyota
 	  
 	 750 El Camino Real
 San Bruno, CA 94066
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Santa Monica V, Inc.
 	  
 	  
 	  
 
	 Volvo of Santa Monica
 	  
 	 1719 Santa Monica Boulevard
 Santa Monica, CA 90404
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Serramonte H, Inc.
 	  
 	  
 	  
 
	 Honda of Serramonte
 	  
 	 485 Serramonte Boulevard
 Colma, CA 94014
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Serramonte L, Inc.
 	  
 	  
 	  
 
	 Lexus of Serramonte
 	  
 	 700 Serramonte Boulevard
 Colma, CA 94014
 	  
 
	 Lexus of Marin
 	  
 	 513 Francisco Boulevard East
 San Rafael, CA 94901
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Serramonte, Inc.
 	  
 	  
 	  
 
	 Serramonte Auto Plaza
 	  
 	 1500 Collins Avenue
 Colma, CA 94014
 	  
 
	 Dodge of Serramonte
 	  
 	 1500 Collins Avenue
 Colma, CA 94014
 	  
 
	 Serramonte Isuzu
 	  
 	 1500 Collins Avenue
 Colma, CA 94014
 	  
 
	 
 	  
 	 
 	  
 

 
  
 
 





   

	 Name of Entity / Assumed Name
 	  
 	 Dealership Location
 	  
 
	 
 	  
 	 
 	  
 
	 Serramonte Mitsubishi
 	  
 	 1500 Collins Avenue
 Colma, CA 94014
 	  
 
	 Serramonte Nissan
 	  
 	 1500 Collins Avenue
 Colma, CA 94014
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Stevens Creek, Inc.
 	  
 	  
 	  
 
	 Stevens Creek Nissan
 	  
 	 4855 Stevens Creek Boulevard
 Santa Clara, CA 95051
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Torrance CPJ, Inc.
 	  
 	  
 	  
 
	 South Bay Chrysler Jeep
 	  
 	 20900 Hawthorne Boulevard
 Torrance, CA 90503
 	  
 
	 
 	  
 	 
 	  
 
	 Fort Mill Ford, Inc
 (f/k/a FMF Management, Inc. f/k/a Fort Mill Ford, Inc.)
 	  
 	 801 Gold Mill Road
 Fort Mill, SC 29708
 	  
 
	 
 	  
 	 
 	  
 
	 Franciscan Motors, Inc.
 	  
 	  
 	  
 
	 Acura of Serramonte
 	  
 	 475 Serramonte Boulevard
 Colma, CA 94014
 	  
 
	 
 	  
 	 
 	  
 
	 Freedom Ford, Inc. 
 (f/k/a Ken Marks Ford, Inc.)
 	  
 	 24825 US Highway 19N
 Clearwater, FL 33763
 	  
 
	 
 	  
 	 
 	  
 
	 Frontier Oldsmobile-Cadillac, Inc.
 	  
 	  
 	  
 
	 Freedom Chevrolet-Oldsmobile-Cadillac
 	  
 	 3112 Highway 74 West 
 Monroe, NC 28110
 	  
 
	 
 	  
 	 
 	  
 
	 Kramer Motors Incorporated
 	  
 	  
 	  
 
	 Honda of Santa Monica
 	  
 	 1726 Santa Monica Boulevard
 Santa Monica, CA 90404
 	  
 
	 
 	  
 	 
 	  
 
	 Marcus David Corporation
 	  
 	  
 	  
 
	 Town and Country Toyota
 	  
 	 9101 South Boulevard
 Charlotte, NC 28273
 	  
 
	 Town and Country Toyota Certified Used Cars
 	  
 	 9101 South Boulevard
 Charlotte, NC 28273
 	  
 
	 
 	  
 	 
 	  
 
	 Massey Cadillac, Inc.
 	  
 	  
 	  
 
	 Massey Cadillac
 	  
 	 24600 Grand River
 Detroit, MI 48219
 	  
 
	 
 	  
 	 
 	  
 
	 Mountain States Motors Co., Inc.
 	  
 	  
 	  
 
	 Mountain States Motors
 	  
 	 1260 S. Colorado Blvd
 Denver, CO 80246
 	  
 
	 
 	  
 	 
 	  
 
	 Philpott Motors, Ltd.
 	  
 	  
 	  
 
	 Philpott Ford
 	  
 	 1400 U.S. Highway 69 
 Nederland, TX 77627
 	  
 
	 Philpott Toyota
 	  
 	 1400 U.S. Highway 69 
 Nederland, TX 77627
 	  
 
	 Philpott Motors Hyundai
 	  
 	 1400 US Highway 69 
 Nederland, TX 77627
 	  
 
	 
 	  
 	 
 	  
 
	 Riverside Nissan, Inc.
 	  
 	 8190 East Skelly Drive
 Tulsa, OK 74129
 	  
 
	 
 	  
 	 
 	  
 
	 Royal Motor Company, Inc.
 	  
 	  
 	  
 
	 City Chrysler Jeep
 	  
 	 833 Eastern Bypass 
 Montgomery, AL 36116
 	  
 
	 
 	  
 	 
 	  
 
	 Santa Clara Imported Cars, Inc.
 	  
 	  
 	  
 

 
  


 





   

	 Name of Entity / Assumed Name
 	  
 	 Dealership Location
 	  
 
	 
 	  
 	 
 	  
 
	 Honda of Stevens Creek
 	  
 	 4590 Stevens Creek Boulevard
 San Jose, CA 95129
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive – Bondesen, Inc.
 	  
 	  
 	  
 
	 Fred Bondesen Chevrolet, Oldsmobile, Cadillac
 	  
 	 2800 South Highway 17-92 
 DeLand, FL 32720
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive of Chattanooga, LLC
 	  
 	  
 	  
 
	 BMW of Chattanooga
 	  
 	 5949 Brainerd Road
 Chattanooga, TN 37421
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive-Clearwater, Inc.
 	  
 	  
 	  
 
	 Clearwater Toyota
 	  
 	 21799 US Highway 19N
 Clearwater, FL 33765
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive of Nashville, LLC
 	  
 	  
 	  
 
	 MINI of Nashville
 	  
 	 4040 Armory Oaks Drive
 Nashville, TN 37204
 	  
 
	 BMW of Nashville
 	  
 	 4040 Armory Oaks Drive
 Nashville, TN 37204
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive of Texas, L.P. 
 	  
 	  
 	  
 
	 Lone Star Ford
 	  
 	 8477 North Freeway
 Houston, TX 77037
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive - 1307 N. Dixie Hwy., NSB, Inc.
 	  
 	  
 	  
 
	 Halifax Ford-Mercury
 	  
 	 1307 North Dixie Freeway 
 New Smyrna Beach, FL 32168
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive-1400 Automall Drive, Columbus, Inc.
 	  
 	  
 	  
 
	 Hatfield Hyundai
 	  
 	 1400 Auto Mall Drive
 Columbus, OH 43228
 	  
 
	 Hatfield Isuzu
 	  
 	 1400 Auto Mall Drive
 Columbus, OH 43228
 	  
 
	 Hatfield Subaru
 	  
 	 1400 Auto Mall Drive
 Columbus, OH 43228
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive-1455 Automall Drive, Columbus, Inc.
 	  
 	  
 	  
 
	 Hatfield Kia
 	  
 	 1455 Auto Mall Drive
 Columbus, OH 43228
 	  
 
	 Hatfield Volkswagen
 	  
 	 1495 Auto Mall Drive
 Columbus, OH 43228
 	  
 
	  
 	  
 	 
 	  
 
	 Sonic Automotive-1500 Automall Drive, Columbus, Inc.
 	  
 	  
 	  
 
	 Toyota West
 	  
 	 1500 Automall Drive
 Columbus, OH 43228
 	  
 
	  
 	  
 	 
 	  
 
	 Sonic Automotive - 1720 Mason Ave., DB, LLC
 	  
 	  
 	  
 
	 Mercedes-Benz of Daytona Beach
 	  
 	 1720 Mason Avenue
 Daytona Beach, FL 32117
 	  
 
	 Sonic Automotive – 21699 U.S. Hwy 19 N., Inc.
 	  
 	  
 	  
 
	 Clearwater Mitsubishi
 	  
 	 21699 US Highway 19N
 Clearwater, FL 33765
 	  
 
	 Sonic Automotive 2752 Laurens Rd., Greenville, Inc.
 	  
 	  
 	  
 
	 Century MINI
 	  
 	 2750 Laurens Road
 Greenville, SC 29607
 	  
 
	 Century BMW
 	  
 	 2750 Laurens Road
 Greenville, SC 29607
 	  
 
	 
 	  
 	 
 	  
 

 
  
 
 





   

	 Name of Entity / Assumed Name
 	  
 	 Dealership Location
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive - 3401 N. Main, TX, L.P.
 	  
 	  
 	  
 
	 Ron Craft Chevrolet Cadillac
 	  
 	 4114 Highway 10 East
 Baytown, TX 77521
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive-3700 West Broad Street, Columbus, Inc.
 	  
 	  
 	  
 
	 Trader Bud’s Westside Chrysler Jeep
 	  
 	 3700 West Broad Street
 Columbus, OH 43228
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive-4000 West Broad Street, Columbus, Inc.
 	  
 	  
 	  
 
	 Trader Bud’s Westside Dodge
 	  
 	 4000 West Broad Street
 Columbus, OH 43228
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive - 4701 I-10 East, TX, L.P.
 	  
 	  
 	  
 
	 Baytown Ford
 	  
 	 4110 Highway 10 East
 Baytown, TX 77521
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive 5260 Peachtree Industrial Blvd., LLC
 	  
 	  
 	  
 
	 Dyer and Dyer Volvo
 (Chamblee location)
 	  
 	 5260 Peachtree Industrial Boulevard
 Chamblee, GA 30341
 	  
 
	 Volvo at Gwinnett Place
 	  
 	 3373 Satellite Boulevard
 Duluth, GA 30096
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive - 6008 N. Dale Mabry, FL, Inc.
 	  
 	  
 	  
 
	 Volvo of Tampa
 	  
 	 6008 North Dale Mabry Avenue
 Tampa, FL 33614
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive - 6025 International Drive, LLC
 	  
 	  
 	  
 
	 Volkswagen of Chattanooga
 	  
 	 6015 International Drive
 Chattanooga, TN 37421
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive - 9103 E. Independence, NC, LLC
 	  
 	  
 	  
 
	 Infiniti of Charlotte
 	  
 	 9103 East Independence Boulevard
 Matthews, NC 28105
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - 2185 Chapman Rd., Chattanooga, LLC
 	  
 	  
 	  
 
	 Economy Honda Superstore
 	  
 	 2135 Chapman Road 
 Chattanooga, TN 37421
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Bethany H, Inc.
 	  
 	  
 	  
 
	 Steve Bailey Honda
 	  
 	 7722 Northwest 39th Expressway
 Bethany, OK 73008
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Buena Park H, Inc.
 	  
 	  
 	  
 
	 Buena Park Honda
 	  
 	 6411 Beach Boulevard
 Buena Park, CA 90621
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Cadillac D, L.P.
 	  
 	  
 	  
 
	 Massey Cadillac
 	  
 	 11675 LBJ Freeway
 Garland, TX 75041
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Calabasas A, Inc.
 	  
 	  
 	  
 
	 Acura 101 West
 	  
 	 24650 Calabasas Road
 Calabasas, CA 91302
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Camp Ford, L.P.
 	  
 	  
 	  
 
	 LaPorte Ford
 	  
 	 621 New Highway 146 South
 LaPorte, TX 77571
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Capital Chevrolet, Inc.
 (f/k/a Sonic-Columbus Chevrolet, Inc.)
 (f/k/a Bill Swad Chevrolet, Inc. )
 
 
 	  
 	  
 	  
 

 
  
 
 





   

	 Name of Entity / Assumed Name
 	  
 	 Dealership Location
 	  
 
	 
 	  
 	 
 	  
 
	 Capital Chevrolet
 	  
 	 100 South Hamilton Road
 Columbus, OH 43213
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Capitol Cadillac, Inc.
 	  
 	  
 	  
 
	 Capitol Cadillac
 	  
 	 5901 South Pennsylvania Avenue
 Lansing, MI 48911
 	  
 
	 Capitol Hummer
 	  
 	 5901 South Pennsylvania Avenue
 Lansing, MI 48911
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Capitol Imports, Inc.
 	  
 	  
 	  
 
	 Capitol Imports
 	  
 	 6826 Two Notch Road
 Columbia, SC 29223
 	  
 
	 Capitol Hyundai
 	  
 	 6826 Two Notch Road
 Columbia, SC 29223
 	  
 
	 Capitol Subaru
 	  
 	 6826 Two Notch Road
 Columbia, SC 29223
 	  
 
	 Capitol Audi
 	  
 	 6826 Two Notch Road
 Columbia, SC 29223
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Carrollton V, L.P.
 	  
 	  
 	  
 
	 Volvo of Dallas
 	  
 	 2900 I-35E North
 Carrollton, TX 75007
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Carson F, Inc.
 	  
 	  
 	  
 
	 Don Kott Ford
 	  
 	 21212 South Avalon Boulevard
 Carson, CA 90745
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Carson LM, Inc.
 	  
 	  
 	  
 
	 Don Kott Lincoln Mercury
 	  
 	 21140 South Avalon Boulevard
 Carson, CA 90745
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Coast Cadillac, Inc.
 (f/k/a FAA Woodland Hills VW, Inc.)
 	  
 	  
 	  
 
	 Coast Cadillac
 	  
 	 3399 East Willow Street
 Long Beach, CA 90806-2310
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Crest Cadillac, LLC
 (f/k/a Town and Country Chrysler-Plymouth-Jeep, LLC)
 	  
 	  
 	  
 
	 Crest Cadillac
 	  
 	 2121 Metrocenter Boulevard
 Nashville, TN 37228
 	  
 
	 Crest Hummer
 	  
 	 2121 Metrocenter Boulevard
 Nashville, TN 37228
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Crest H, LLC
 (f/k/a Town and Country Dodge of Chattanooga, LLC)
 	  
 	  
 	  
 
	 Crest Honda
 	  
 	 2215 Metrocenter Boulevard
 Nashville, TN 37228
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Downey Cadillac, Inc.
 	  
 	  
 	  
 
	 Massey Cadillac
 	  
 	 10700 Studebaker Road
 Downey, CA 90241
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - FM Automotive, LLC
 (f/k/a Sonic Automotive - 6008 N. Dale Mabry, FL, LLC)
 	  
 	  
 	  
 
	 Mercedes-Benz of Fort Myers
 	  
 	 13880 South Tamiami Trail
 Fort Myers, FL 33912
 	  
 
	 
 	  
 	 
 	  
 







   

	 Name of Entity / Assumed Name
 	  
 	 Dealership Location
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - FM, Inc.
 (f/k/a Sonic - FM BMW, Inc.)
 	  
 	  
 	  
 
	 BMW of Fort Myers
 	  
 	 7070 Lakes Terrace 
 Fort Myers, FL 33903-8814
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - FM VW, Inc.
 	  
 	  
 	  
 
	 Volkswagen of Fort Myers
 	  
 	 14060 South Tamiami Trail 
 Fort Myers, FL 33912
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Fort Mill Chrysler Jeep, Inc.
 (f/k/a Town and Country Chrysler-Plymouth-Jeep of Rock Hill,
Inc.)
 	  
 	  
 	  
 
	 Fort Mill Chrysler Jeep
 	  
 	 805 Gold Hill Road
 Fort Mill, SC 29708
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Fort Mill Dodge, Inc.
 (f/k/a Fort Mill Chrysler-Plymouth-Dodge Inc.)
 	  
 	  
 	  
 
	 Fort Mill Dodge
 	  
 	 800 Gold Hill Road 
 Fort Mill, SC 29708
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Fort Worth T, L.P.
 	  
 	  
 	  
 
	 Toyota of Fort Worth
 	  
 	 9001 Camp Bowie West
 Fort Worth, TX 76116
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Frank Parra Autoplex, L.P.
 	  
 	  
 	  
 
	 Frank Parra Chevrolet
 	  
 	 1000 E. Airport Freeway
 Irving, TX 75062
 	  
 
	 Frank Parra Mitsubishi
 	  
 	 698 E. Airport Freeway
 Irving, TX 75062
 	  
 
	 Frank Parra Chrysler Jeep
 	  
 	 700 E. Airport Freeway
 Irving, TX 75062
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Freeland, Inc.
 	  
 	  
 	  
 
	 Honda of Fort Myers
 	  
 	 14020 South Tamiami Trail
 Fort Myers, FL 33912
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Global Imports, L.P.
 	  
 	  
 	  
 
	 Global Imports MINI
 	  
 	 500 Interstate North Parkway
 Atlanta, GA 30339
 	  
 
	 Global Imports BMW
 	  
 	 500 Interstate North Parkway
 Atlanta, GA 30339
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic-Glover, Inc.
 	  
 	  
 	  
 
	 Expressway Dodge
 	  
 	 2920 North Aspen Avenue
 Broken Arrow, OK 74012
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Harbor City H, Inc.
 	  
 	  
 	  
 
	 Harbor City Honda
 	  
 	 1450 West Pacific Coast Highway
 Wilmington, CA 90744
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Houston V, L.P.
 	  
 	  
 	  
 
	 Volvo of Houston
 	  
 	 11950 Old Katy Road
 Houston, TX 77079
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – LS Chevrolet, L.P.
 (f/k/a Lawrence Marshall Chevrolet, L.P.)
 	  
 	  
 	  
 
	 Lone Star Chevrolet
 	  
 	 18900 Northwest Freeway
 Houston, TX 77065
 	  
 
	 
 	  
 	 
 	  
 

 
  
 
 





   

	 Name of Entity / Assumed Name
 	  
 	 Dealership Location
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Lake Norman Chrysler Jeep, LLC
 (f/k/a Sonic Chrysler-Plymouth-Jeep, LLC)
 (f/k/a Sonic Chrysler-Plymouth-Jeep-Eagle, LLC)
 	  
 	  
 	  
 
	 Lake Norman Chrysler Jeep
 	  
 	 20435 Chartwell Center Drive 
 Cornelius, NC 28031
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Lake Norman Dodge, LLC
 (f/k/a Sonic Dodge, LLC)
 	  
 	  
 	  
 
	 Lake Norman Dodge
 	  
 	 20070 Torrence Chapel Road 
 Cornelius, NC 28031
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Las Vegas C East, LLC
 	  
 	  
 	  
 
	 Cadillac of Las Vegas
 	  
 	 2711 East Sahara Avenue
 Las Vegas, NV 89104
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Las Vegas C West, LLC
 	  
 	  
 	  
 
	 Cadillac of Las Vegas – West
 	  
 	 5185 West Sahara Avenue
 Las Vegas, NV 89146
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Lloyd Nissan, Inc.
 	  
 	  
 	  
 
	 Lloyd Nissan
 	  
 	 120 East 23rd Street
 Panama City, FL 32405
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Lloyd Pontiac - Cadillac, Inc.
 	  
 	  
 	  
 
	 Lloyd Pontiac-Cadillac-GMC
 	  
 	 100 East 23rd Street
 Panama City, FL 32405
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Lone Tree Cadillac, Inc.
 	  
 	  
 	  
 
	 Don Massey Cadillac
 	  
 	 8201 Parkway Drive
 Lone Tree, CO 80124
 	  
 
	 Don Massey Oldsmobile
 	  
 	 8301 Parkway Drive
 Lone Tree, CO 80124
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Lute Riley, L. P. 
 (f/k/a Sonic - Lute Riley Honda, L.P.)
 	  
 	  
 	  
 
	 Lute Riley Honda
 	  
 	 1331 North Central Expressway
 Richardson, TX 75080
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Manhattan Fairfax, Inc.
 	  
 	  
 	  
 
	 BMW of Fairfax
 	  
 	 8427 Lee Highway
 Fairfax, VA 22031
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Massey Pontiac Buick GMC, Inc.
 	  
 	  
 	  
 
	 Don Massey Pontiac-Buick-GMC
 	  
 	 8120 West Tufts Avenue
 Denver, CO 80123
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Massey Chevrolet, Inc.
 	  
 	  
 	  
 
	 Massey Chevrolet
 	  
 	 11146 Florence Avenue 
 Downey, CA 90241
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Montgomery FLM, Inc.
 	  
 	  
 	  
 
	 Friendly Ford Lincoln Mercury
 	  
 	 4000 Eastern Boulevard 
 Montgomery, AL 36116
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Newsome Chevrolet World, Inc.
 	  
 	  
 	  
 
	 Newsome Chevrolet World
 	  
 	 4013 West Beltline Boulevard 
 Columbia, SC 29204
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Newsome of Florence, Inc.
 	  
 	  
 	  
 
	 Newsome Chevrolet
 	  
 	 2199 David McLeod Boulevard 
 Florence, SC 29501
 	  
 
	 
 	  
 	 
 	  
 

 
  
 
 





   

	 Name of Entity / Assumed Name
 	  
 	 Dealership Location
 	  
 
	 
 	  
 	 
 	  
 
	 Newsome Automotive (Mercedes)
 	  
 	 2199 David McLeod Boulevard 
 Florence, SC 29501
 	  
 
	 Imports of Florence
 (BMW)
 	  
 	 2199 David McLeod Boulevard 
 Florence, SC 29501
 	  
 
	 Isuzu of Florence (Isuzu)
 	  
 	 2199 David McLeod Boulevard 
 Florence, SC 29501
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – North Cadillac, Inc.
 (f/k/a Sonic – FM Nissan, Inc.)
 	  
 	  
 	  
 
	 Massey Cadillac
 	  
 	 4241 North John Young Parkway
 Orlando, FL 32804
 	  
 
	 Massey Saab of Orlando
 	  
 	 4241 North John Young Parkway
 Orlando, FL 32804
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - North Charleston, Inc.
 	  
 	  
 	  
 
	 Altman Lincoln- Mercury
 	  
 	 8485 Rivers Avenue
 N. Charleston, SC 29406
 	  
 
	 Altman Hyundai
 	  
 	 8475 Rivers Avenue
 N. Charleston, SC 29406
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - North Charleston Dodge, Inc.
 	  
 	  
 	  
 
	 Altman Dodge
 	  
 	 2049 Remount Road
 Charleston, SC 29406
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Oklahoma T, Inc.
 	  
 	  
 	  
 
	 Riverside Toyota
 	  
 	 10338 East 11th Street
 Tulsa, OK 74128
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Plymouth Cadillac, Inc.
 	  
 	  
 	  
 
	 Don Massey Cadillac
 	  
 	 40475 Ann Arbor Road
 Plymouth, MI 48170
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Reading, L.P.
 	  
 	  
 	  
 
	 Toyota of Baytown
 	  
 	 4701 I-10 East 
 Baytown, TX 77521
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Richardson F, L.P.
 	  
 	  
 	  
 
	 North Central Ford
 	  
 	 1819 North Central Expressway
 Richardson, TX 75080
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic-Riverside, Inc.
 	  
 	  
 	  
 
	 Riverside Chevrolet
 	  
 	 707 West 51st Street 
 Tulsa, OK 74107
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Rockville Imports, Inc.
 	  
 	  
 	  
 
	 Rockville Porsche-Audi
 	  
 	 15515 Frederick Road
 Rockville, MD 20855
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Rockville Motors, Inc.
 	  
 	  
 	  
 
	 Lexus of Rockville
 	  
 	 15501 Frederick Road
 Rockville, MD 20855
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Sanford Cadillac, Inc.
 	  
 	  
 	  
 
	 Massey Cadillac-Oldsmobile of Sanford
 	  
 	 3700 South Highway 17-92
 Sanford, FL 32773
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Serramonte I, Inc.
 	  
 	  
 	  
 
	 Infiniti of Serramonte
 	  
 	 800 Serramonte Boulevard
 Colma, CA 94014
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Shottenkirk, Inc.
 	  
 	  
 	  
 

 
  
 
 





   

	 Name of Entity / Assumed Name
 	  
 	 Dealership Location
 	  
 
	 
 	  
 	 
 	  
 
	 Pensacola Honda
 	  
 	 5600 Pensacola Boulevard
 Pensacola, FL 32505
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Stevens Creek B, Inc.
 (f/k/a Don Lucas International, Inc.)
 	  
 	  
 	  
 
	 Stevens Creek BMW
 	  
 	 4343 Stevens Creek Boulevard
 Santa Clara, CA 95051
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Stone Mountain Chevrolet, L.P.
 	  
 	  
 	  
 
	 Stone Mountain Chevrolet
 	  
 	 6130 Memorial Drive
 Stone Mountain, GA 30083
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – University Park A, L.P.
 (f/k/a Sonic – Park Place A, L.P.)
 (f/k/a Sonic – Dallas Auto Factory, L.P.)
 	  
 	  
 	  
 
	 University Park Audi
 	  
 	 5011 Lemmon Avenue 
 Dallas, TX 75209
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic-Volvo LV, LLC
 	  
 	  
 	  
 
	 Volvo of Las Vegas
 	  
 	 5050 East Russell Road
 Las Vegas, NV 89122
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – West Covina T, Inc.
 	  
 	  
 	  
 
	 West Covina Toyota
 	  
 	 1800 East Garvey Avenue
 West Covina, CA 91791
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – West Reno Chevrolet, Inc.
 	  
 	  
 	  
 
	 City Chevrolet
 	  
 	 5000 West Reno
 Oklahoma City, OK 73127
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Williams Imports, Inc.
 	  
 	  
 	  
 
	 Tom Williams Imports
 	  
 	  
 	  
 
	 (Audi)
 	  
 	 2200 3rd Avenue South
 Birmingham, AL 35233
 	  
 
	 (BMW)
 	  
 	 2200 3rd Avenue South
 Birmingham, AL 35233
 	  
 
	 (Porsche)
 	  
 	 2200 3rd Avenue South
 Birmingham, AL 35233
 	  
 
	 (Land Rover)
 	  
 	 2200 3rd Avenue South
 Birmingham, AL 35233
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Williams Motors, LLC
 	  
 	  
 	  
 
	 Tom Williams Lexus
 	  
 	 300 South 22nd Street
 Birmingham, AL 35233
 	  
 
	 
 	  
 	 
 	  
 
	 Speedway Chevrolet, Inc.
 	  
 	 2301 North Aspen Avenue
 Broken Arrow, OK 74012
 	  
 
	 
 	  
 	 
 	  
 
	 Stevens Creek Cadillac, Inc.
 	  
 	  
 	  
 
	 St. Claire Cadillac
 	  
 	 3737 Stevens Creek Boulevard
 Santa Clara, CA 95051
 	  
 
	 
 	  
 	 
 	  
 
	 Town and Country Ford, Incorporated
 	  
 	 5401 East Independence Blvd.
 Charlotte, NC 28212
 	  
 
	 
 	  
 	 
 	  
 
	 Town and Country Ford of Cleveland, LLC
 	  
 	 2496 South Lee Highway
 Cleveland, TN 37311
 	  
 
	 
 	  
 	 
 	  
 
	 Village Imported Cars, Inc.
 	  
 	  
 	  
 
	 Village Volvo
 	  
 	 728 Bel Air Road 
 Bel Air, MD 21014
 	  
 
	 
 	  
 	 
 	  
 

 
  
 
 





   

	 Name of Entity / Assumed Name
 	  
 	 Dealership Location
 	  
 
	 
 	  
 	 
 	  
 
	 Windward, Inc.
 	  
 	  
 	  
 
	 Honda of Hayward
 	  
 	 24895 Mission Boulevard
 Hayward, CA 94544
 	  
 
	 
 	  
 	 
 	 
 

 
  
 
 





   

	 Name of Entity / Assumed Name
 	  
 	 Physical Location
 	  
 
	 
 	  
 	 
 	  
 
	 FAA Auto Factory, Inc.
 	  
 	 3737 First Street
 Livermore, CA 94551
 	  
 
	 
 	  
 	 
 	  
 
	 Massey Cadillac, Inc (Texas)
 	  
 	  
 	  
 
	 Massey Cadillac
 	  
 	 11675 LBJ Freeway
 Garland, TX 75041
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive F&I, LLC
 	  
 	 7000 Las Vegas Blvd. N., Suite 200
 Las Vegas, NV 89115
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive of Georgia, Inc.
 	  
 	 4625 Alexander Drive, Suite 140
 Alpharetta, GA 30022
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive of Nevada, Inc.
 	  
 	 7000 Las Vegas Blvd. N., Suite 200
 Las Vegas, NV 89115
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Resources, Inc.
 	  
 	 7000 Las Vegas Blvd. N., Suite 200
 Las Vegas, NV 89115
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive West, LLC
 	  
 	 7000 Las Vegas Blvd. N., Suite 200
 Las Vegas, NV 89115
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive - 241 Ridgewood Ave., HH, Inc.
 	  
 	  
 	  
 
	 Sunrise Auto World
 	  
 	 574 Ridgewood Avenue
 Holly Hill, FL 32117
 	  
 
	 Sunrise Fleet Sales
 	  
 	 574 Ridgewood Avenue
 Holly Hill, FL 32117
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Englewood M, Inc.
 	  
 	  
 	  
 
	 
 	  
 	 
 	  
 
	  Don Massey Used Car Center
 	  
 	 9400 E. Arapahoe Road
 Englewood, CO 80112 
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic Automotive - 3741 S. Nova Rd., PO, Inc.
 	  
 	  
 	  
 
	 HMC Finance (FL) 
 	  
 	 HMC Finance
 3741 S. Nova Road
 Port Orange, FL 32129
 	  
 
	 HMC Finance (NC)
 	  
 	 Main Office
 6415 Idlewild Road
 Charlotte, NC 28212
 	  
 
	 HMC Finance (TX)*
 	  
 	 11990 N. Central Expressway
 Dallas, TX 75243
 	  
 
	  
 	  
 	  
 	  
 
	  
 	  
 	 4110 Highway 10 East
 Baytown, TX 77521 (moving within 30 days)
 (in the Baytown Ford
dealership)
 	  
 
	 HMC Finance (AL)*
 	  
 	 400 Eastern Blvd., Suite 105
 Montgomery, AL 36116
 	  
 
	 HMC Finance (OK)*
 	  
 	 8155 E. 21st Street, Suite F
 Tulsa, OK 74129
 	  
 
	 HMC Finance (SC)
 	  
 	 805 Gold Hill Road
 Fort Mill, SC 29708
 (in the Fort Mill Ford Dealership)

	  
 
	 HMC Finance (OH)*
 	  
 	 100 S. Hamilton Road
 Columbus, OH 43213
 (in the Capitol Chevrolet dealership)

	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Englewood M, Inc.
 	  
 	  
 	  
 

 
  
 
 





   

	 Name of Entity / Assumed Name
 	  
 	 Physical Location
 	  
 
	 
 	  
 	 
 	  
 
	 Don Massey Mitsubishi
 	  
 	 9400 E. Arapahoe Road
 Englewood, CO 80112
 	  
 
	 Don Massey Used Car Center
 	  
 	 8301 Parkway Drive 
 Lonetree, CO 80124
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic – Massey Cadillac, L.P.
 	  
 	  
 	  
 
	 Lone Star Cadillac
 	  
 	 11675 LBJ Freeway
 Garland, TX 75041
 	  
 
	 
 	  
 	 
 	  
 
	 Sonic - Williams Cadillac, Inc.
 	  
 	  
 	  
 
	 Tom Williams Cadillac
 	  
 	 325 South 20th Street
 Birmingham, AL 35233