NOTENote • February 24th, 2010 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations
FOR VALUE RECEIVED, the undersigned (the “Company”) hereby promises to pay to DCFS USA LLC or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Company under that certain Amended and Restated Credit Agreement, dated as of January 15, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Company, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and Wells Fargo Bank, National Association, as an L/C Issuer.
NOTESonic Automotive Inc • February 24th, 2010 • Retail-auto dealers & gasoline stations
FOR VALUE RECEIVED, the undersigned (the “Company”) hereby promises to pay to JPMORGAN CHASE BANK, N.A. or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Company under that certain Amended and Restated Credit Agreement, dated as of January 15, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Company, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and Wells Fargo Bank, National Association, as an L/C Issuer.
NOTESonic Automotive Inc • February 24th, 2010 • Retail-auto dealers & gasoline stations
FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively the “Borrowers”) hereby promises, jointly and severally, to pay to BANK OF AMERICA, N.A. or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each New Vehicle Floorplan Loan from time to time made by the Lender to Sonic Automotive, Inc. (the “Company”) or any New Vehicle Borrower under the Credit Agreement and the principal amount of each Used Vehicle Floorplan Loan from time to time made by the Lender to the Company under that certain Syndicated New and Used Vehicle Floorplan Credit Agreement, dated as of January 15, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Company, certain Subsidiaries of the Company from time to time party thereto, the Lenders from time t
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • February 24th, 2010 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
AMENDED AND RESTATED SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • February 24th, 2010 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
AMENDED AND RESTATED SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • February 24th, 2010 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS AMENDED AND RESTATED SECURITIES PLEDGE AGREEMENT (this “Pledge Agreement”) is made and entered into as of January 15, 2010 is made by SONIC FINANCIAL CORPORATION, a North Carolina corporation (the “Pledgor”) to 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.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 15, 2010 among SONIC AUTOMOTIVE, INC., BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, THE OTHER LENDERS PARTY HERETO and BANC OF AMERICA SECURITIES LLC, as...Credit Agreement • February 24th, 2010 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • February 24th, 2010 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of January 15, 2010, is made by EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT WHICH IDENTIFIES SUCH PERSON THEREIN AS A “REVOLVING SUBSIDIARY GUARANTOR” (each a “Guarantor” and collectively the “Guarantors”) to BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, 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 Treasury Management Arrangements as more particularly described in Section 19 hereof, the “Revolving Secured Parties”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed t
AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENTEscrow and Security Agreement • February 24th, 2010 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of January 15, 2010 among SONIC AUTOMOTIVE, INC., a Delaware corporation (the "Company” and a “Grantor”), 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 “Grantor”, and collectively with the Company, the “Grantors”), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (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 21 hereof, the “Revolving Secured Parties”). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Rev
COMPANY GUARANTY AGREEMENTCompany Guaranty Agreement • February 24th, 2010 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS COMPANY GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of January 15, 2010, is made by SONIC AUTOMOTIVE, INC. (the “Guarantor” or the “Company”) to BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, as administrative agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter party to the Floorplan Credit Agreement defined below (collectively with the Administrative Agent and the Revolving Administrative Agent (as defined below), in its capacity as collateral agent under the Floorplan Credit Agreement the “Floorplan Secured Parties”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Floorplan Credit Agreement.
NOTESonic Automotive Inc • February 24th, 2010 • Retail-auto dealers & gasoline stations
FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively the “Borrowers”) hereby promises, jointly and severally, to pay to COMERICA BANK or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each New Vehicle Floorplan Loan from time to time made by the Lender to Sonic Automotive, Inc. (the “Company”) or any New Vehicle Borrower under the Credit Agreement and the principal amount of each Used Vehicle Floorplan Loan from time to time made by the Lender to the Company under that certain Syndicated New and Used Vehicle Floorplan Credit Agreement, dated as of January 15, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Company, certain Subsidiaries of the Company from time to time party thereto, the Lenders from time to time p
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • February 24th, 2010 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of January 15, 2010, is made by EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT WHICH IDENTIFIES SUCH PERSON THEREIN AS A “FLOORPLAN SUBSIDIARY GUARANTOR” (each a “Guarantor” and collectively the “Guarantors”) to BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, as administrative agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter party to the Floorplan Credit Agreement defined below (collectively with the Administrative Agent and the Revolving Administrative Agent (as defined below), in its capacity as collateral agent under the Floorplan Credit Agreement, the “Floorplan Secured Parties”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Floorplan Credit Agreement.
SYNDICATED NEW AND USED VEHICLE FLOORPLAN CREDIT AGREEMENT Dated as of January 15, 2010 among SONIC AUTOMOTIVE, INC., as the Used Vehicle Borrower, CERTAIN OF ITS SUBSIDIARIES, as New Vehicle Borrowers, BANK OF AMERICA, N.A., as Administrative Agent,...Syndicated New and Used Vehicle Floorplan Credit Agreement • February 24th, 2010 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
This SYNDICATED NEW AND USED VEHICLE FLOORPLAN CREDIT AGREEMENT (“Agreement”) is entered into as of January 15, 2010, among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.19 (each a “New Vehicle Borrower”, and together with the Company, the “Borrowers” and each individually a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, New Vehicle Swing Line Lender and Used Vehicle Swing Line Lender, and BANK OF AMERICA, N.A., as Revolving Administrative Agent (in the capacity of collateral agent for the Secured Parties referenced below).
