0001193125-09-069485 Sample Contracts

LEASE GUARANTY
Lease Guaranty • March 31st, 2009 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • Virginia

THIS LEASE GUARANTY (this “Guaranty”) is made as of this day of , , by SONIC AUTOMOTIVE, INC., a Delaware corporation (“Guarantor”), in favor of , a (“Landlord”).

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AMENDMENT NO. 1 TO CREDIT AGREEMENT AND SECURITY AGREEMENT
Credit Agreement and Security Agreement • March 31st, 2009 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations

This Amendment No. 1 to Credit Agreement and Security Agreement (this “Agreement”) dated as of May 25, 2006 (the “Agreement Date”), and effective as of February 17, 2006 (the “Effective Date”), is made by and among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company”), CERTAIN SUBSIDIARIES OF THE COMPANY party to the Credit Agreement (as defined below) pursuant to Section 2.24 of the Credit Agreement (each a “New Vehicle Borrower” and together with the Company, the “Borrowers” and each individually a “Borrower”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Administrative Agent”), and as Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, and each of the Lenders signatory hereto, and each of the Guaran

SECOND AMENDMENT TO GUARANTY AND SUBORDINATION AGREEMENTS
Sonic Automotive Inc • March 31st, 2009 • Retail-auto dealers & gasoline stations

THIS SECOND AMENDMENT TO GUARANTY AND SUBORDINATION AGREEMENTS (this “Amendment”) is executed as of March 12, 2009, but shall be deemed effective as of December 31, 2008, by and between Capital Automotive L.P., a Delaware limited partnership, and its related affiliates referenced in the attached Schedule A (“collectively, Landlord”), and Sonic Automotive, Inc., a Delaware corporation (“Guarantor”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into by and between SONIC AUTOMOTIVE, Inc., a Delaware corporation (the “Employer”), and DAVID P. COSPER (the “Employee”).

AMENDMENT NO. 2 TO CREDIT AGREEMENT AND SECURITY AGREEMENT AND CONSENT
Credit Agreement and Security Agreement • March 31st, 2009 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations

This Amendment No. 2 to Credit Agreement and Security Agreement and Consent (this “Agreement”) dated as of April 24, 2007 (the “Agreement Date”) is made by and among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company”), CERTAIN SUBSIDIARIES OF THE COMPANY party to the Credit Agreement (as defined below) pursuant to Section 2.24 of the Credit Agreement (each a “New Vehicle Borrower” and together with the Company, the “Borrowers” and each individually a “Borrower”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Administrative Agent”), and as Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each of the Lenders signatory hereto, and each of the Guarantors (as defined in the Credit Agreement) signatory h

AMENDMENT TO GUARANTY AND SUBORDINATION AGREEMENTS
And Subordination Agreements • March 31st, 2009 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations

THIS AMENDMENT TO GUARANTY AND SUBORDINATION AGREEMENTS (this “Amendment”) is made and entered into effective as of January 1, 2005, by and between Capital Automotive L.P., a Delaware limited partnership, and its related affiliates referenced in the attached Schedule A (“collectively, Landlord”), and Sonic Automotive, Inc., a Delaware corporation (“Guarantor”).

LEASE AGREEMENT BY AND BETWEEN AND PROPERTY ADDRESS: DATED
Lease Agreement • March 31st, 2009 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations

THIS LEASE AGREEMENT (“Lease”) is made as of the Commencement Date (as defined in the Partial Summary of Terms), by and between , a (“Landlord”), and , a (“Tenant”).

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