THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 23, 2014 among SONIC AUTOMOTIVE, INC., BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Syndication Agent,...Credit Agreement • October 23rd, 2014 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of July 23, 2014, among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), 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.
SECOND AMENDED AND RESTATED SYNDICATED NEW AND USED VEHICLE FLOORPLAN CREDIT AGREEMENT Dated as of July 23, 2014 among SONIC AUTOMOTIVE, INC., as the Used Vehicle Borrower, CERTAIN OF ITS SUBSIDIARIES, as New Vehicle Borrowers, BANK OF AMERICA, N.A.,...Credit Agreement • October 23rd, 2014 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIRD AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • October 23rd, 2014 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS THIRD AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of July 23, 2014, 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 “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 to such terms in th
SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • October 23rd, 2014 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of July 23, 2014, 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 Fl
THIRD AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENTEscrow and Security Agreement • October 23rd, 2014 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS THIRD AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2014 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 4.17 hereof, the “Revolving Secured Parties”). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in th
SECOND AMENDED AND RESTATED COMPANY GUARANTY AGREEMENTCompany Guaranty Agreement • October 23rd, 2014 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS SECOND AMENDED AND RESTATED COMPANY GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of July 23, 2014, 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.
FORM OF NOTESonic Automotive Inc • October 23rd, 2014 • Retail-auto dealers & gasoline stations
FOR VALUE RECEIVED, the undersigned (the “Company”) hereby promises to pay to 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 Third Amended and Restated Credit Agreement, dated as of July 23, 2014 (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.
THIRD AMENDED AND RESTATED SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • October 23rd, 2014 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS THIRD AMENDED AND RESTATED SECURITIES PLEDGE AGREEMENT (this “Pledge Agreement”) is made and entered into as of July 23, 2014 by SONIC AUTOMOTIVE, INC., a Delaware corporation (a “Company” and a “Pledgor”), 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 “Pledgor” and, collectively with the Company, the “Pledgors”) and 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
THIRD AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • October 23rd, 2014 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS THIRD AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) is made and entered into as of July 23, 2014 by and among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company” and a “Grantor”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY IDENTIFIED ON THE SIGNATURE PAGES HERETO AS A “REVOLVING SUBSIDIARY GRANTOR” AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A REVOLVING JOINDER AGREEMENT WHICH IDENTIFIES SUCH PERSON AS A “REVOLVING SUBSIDIARY GRANTOR” (each a “Revolving Subsidiary Guarantor” and a “Revolving Subsidiary Grantor”, and collectively with the Company, the “Revolving Grantors” and each a “Revolving Grantor”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY IDENTIFIED ON THE SIGNATURE PAGES HERETO AS A “FLOORPLAN SUBSIDIARY GRANTOR” AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A FLOORPLAN JOINDER AGREEMENT WHICH IDENTIFIES SUCH PERSON AS A “FLOORPLAN SUBSIDIARY GRANTOR” (each a “Floorplan Subs
FORM OF NOTESonic Automotive Inc • October 23rd, 2014 • 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 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 Second Amended and Restated Syndicated New and Used Vehicle Floorplan Credit Agreement, dated as of July 23, 2014 (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 tim
