MYERS H, LLC
SAI IRONDALE IMPORTS, LLC
SAI MONTGOMERY BCH, LLC
SAI MONTGOMERY CH, LLC
SAI NASHVILLE CSH, LLC
SAI NASHVILLE H, LLC
SAI NASHVILLE MOTORS, LLC
SAI OKLAHOMA CITY H, LLC
SAI ORLANDO CS, LLC
SAI RIVERSIDE C, LLC
SAI ROCKVILLE IMPORTS, LLC
SAI SANTA CLARA K, INC.
SANTA CLARA IMPORTED CARS, INC.
SONIC - 2185 CHAPMAN RD., CHATTANOOGA, LLC
SONIC - LAS VEGAS C WEST, LLC
SONIC - LONE TREE CADILLAC, INC.
SONIC - NEWSOME CHEVROLET WORLD, INC.
SONIC - NEWSOME OF FLORENCE, INC.
SONIC - SHOTTENKIRK, INC.
SONIC AUTOMOTIVE-9103 E. INDEPENDENCE, NC, LLC
SONIC AUTOMOTIVE 5260 PEACHTREE INDUSTRIAL BLVD.,
LLC
SONIC TYSONS CORNER H, INC.
SONIC TYSONS CORNER INFINITI, INC.
By:
\David P. Cosper\
Name:
David P. Cosper
Title:
Vice President and Treasurer
SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Signature Page
FLOORPLAN SUBSIDIARY GRANTORS:
SONIC-BUENA PARK H, INC.
SONIC-CALABASAS A, INC.
SONIC-CAPITOL CADILLAC, INC.
SONIC-CAPITOL IMPORTS, INC.
SONIC-HARBOR CITY H, INC.
SONIC-PLYMOUTH CADILLAC, INC.
SONIC-VOLVO LV, LLC
STEVENS CREEK CADILLAC, INC.
WINDWARD, INC.
By:
\David P. Cosper\
Name:
David P. Cosper
Title:
Vice President and Treasurer
SONIC - LS CHEVROLET, L.P.
By: SONIC - LS, LLC, as Sole General Partner
By:
\David P. Cosper\
Name:
David P. Cosper
Title:
Vice President and Treasurer
PHILPOTT MOTORS, LTD.
SONIC - CADILLAC D, L.P.
SONIC - HOUSTON V, L.P.
SONIC - LUTE RILEY, L.P.
SONIC ADVANTAGE PA, L.P.
SONIC AUTOMOTIVE - 3401 N. MAIN, TX, L.P.
SONIC HOUSTON JLR, LP
SONIC HOUSTON LR, L.P.
SONIC MOMENTUM JVP, L.P.
SONIC MOMENTUM VWA, L.P.
By: SONIC OF TEXAS, INC., as Sole General Partner
By:
\David P. Cosper\
Name:
David P. Cosper
Title:
Vice President and Treasurer
SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Signature Page
REVOLVING ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Revolving Administrative Agent
By:
\Anne M. Zeschke\
Name:
Anne M. Zeschke
Title:
Vice President
SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Signature Page
Schedule 1
For purposes of this Security Agreement, a "Qualifying Control Agreement"
shall mean each of the following, as applicable to the respective items or types
of property in which the Grantor now has or may hereafter acquire an interest:
(a) With respect to Investment Property credited to any securities account,
an agreement executed by the applicable securities intermediary substantially in
a form satisfactory to the Revolving Administrative Agent in its discretion;
(b) With respect to Deposit Accounts or tangible personal property
Collateral in the possession, custody or control of any warehouseman or other
bailee, an acknowledgment and agreement executed by the depositary institution
or bailee (each, a "Custodian"), as the case may be, and (as to Deposit
Accounts) the applicable Grantor, in form and substance acceptable to the
Revolving Administrative Agent and such Custodian;
(c) With respect to Letter-of-Credit Rights, an acknowledgment and
agreement of the issuer or other applicable person nominated to accept drafts
and or effect payment thereunder (the "Issuer") of the related letter of credit
in form and substance acceptable to the Revolving Administrative Agent and in
which the Issuer (i)