Exhibit 10.5
------------
GUARANTY AND
REAFFIRMATION OF GUARANTY
GUARANTY AND REAFFIRMATION OF GUARANTY (this "Guaranty") dated June 20,
2001 made by each of the entities listed on the signature pages hereto, jointly
and severally, (each referred to individually herein as a "Guarantor," and
collectively, the "Guarantors"), 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
WHEREAS, pursuant to the terms of a certain Credit Agreement dated
August 10, 2000 (the "Original Credit Agreement"), Ford Motor Credit Company and
Chrysler Financial Company, ▇.▇▇. (collectively, the "Original Lenders")
extended to Sonic Automotive, Inc., a Delaware corporation, and the entity which
exercises control over the Guarantors ("Borrower"), a revolving credit facility
in an amount not to exceed $500,000,000.00 (the "Original Loan"); and
WHEREAS, the Original Credit Agreement is evidenced by the Notes as
defined in the Original Credit Agreement (the "Original Notes"); and
WHEREAS, as a condition, among others, to the Original 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 Guarantors"), jointly and severally, execute and deliver a
guaranty agreement dated August 10, 2000 (collectively, the "First Guaranties"),
and a security agreement dated August 10, 2000 (collectively, the "Original
Security Agreements") pursuant to which, among other things, each such Original
Guarantor agreed to guaranty the Obligations of Borrower under the Notes (as
defined in the Original Credit Agreement) and the Original Credit Agreement; and
WHEREAS, 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
WHEREAS, 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 Guarantors," and together with Original
Guarantors, "Guarantors" 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 Original Security Agreements as the "Security Agreement"); and
WHEREAS, Borrower has requested an increase in the credit to be
provided under the Original Loan to $600,000,000.00 (the "Increase") and in
connection with the Increase, Toyota Motor Credit Corporation will join the
Original Lenders in providing credit to Borrower and its Subsidiaries pursuant
to the terms of the Amended and Restated Credit Agreement dated as of even date
herewith (the "Amendment," and referred to together with the Original Credit
Agreement as the "Credit Agreement") and as evidenced by the Notes (as defined
in the Amendment, the "Amended Notes," and together with the Original Notes, the
"Notes"); and
WHEREAS, it is a condition precedent to the making of loans under the
Credit Agreement, that each Guarantor reaffirms its obligations under the
Original Guaranty and agrees to guaranty the Increase by executing and
delivering this Guaranty and that each Guarantor confirms that the security
interests granted pursuant to the Security Agreement secure both the Original
Loan and the Increase;
NOW, THEREFORE, in consideration of the premises and in order to induce
each Lender to make the Increase and make further Advances under the Credit
Agreement, each Guarantor hereby agrees that the Original Guaranty is hereby
reaffirmed and amended and restated in its entirety as follows:
Section 1. Guaranty. (a) Each Guarantor hereby unconditionally and
irrevocably guarantees the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of all obligations of the Borrower now
or hereafter existing under the Credit Agreement and the Note, whether for
principal, interest, fees, expenses or otherwise (such obligations being the
"Guaranteed Obligations"), and agrees to pay any and all expenses (including
reasonable counsel fees and expenses) incurred by the Agent or the Lenders in
enforcing any rights under this Guaranty. Without limiting the generality of the
foregoing, Guarantor's liability shall extend to all amounts that constitute
part of the Guaranteed Obligations and would be owed by Borrower to any Lender
but for the fact that they are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding involving
Borrower.
Section 2. Guaranty Absolute. Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the Credit
Agreement, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of the Agent or
the Lenders with respect thereto. The obligations of Guarantor under this
Guaranty are independent of the Guaranteed Obligations or any other obligations
of any other party under the Credit Agreement, and a separate action or actions
may be brought and prosecuted against Guarantor to enforce this Guaranty,
irrespective of whether any action is brought against Borrower or any other
party or whether Borrower or any other party is joined in any such action or
actions. The liability of Guarantor under this Guaranty shall be irrevocable,
absolute and unconditional irrespective of, and Guarantor hereby irrevocably
waives any defenses it may now or hereafter have in any way relating to, any or
all of the following:
(a) any lack of validity or enforceability of the
Credit Agreement or any 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 of the Guaranteed Obligations,
or any other amendment or waiver of or any consent to departure from
the Credit Agreement, including, without limitation, any
increase in the Guaranteed Obligations resulting from the extension of
additional credit to Borrower or otherwise;
(c) any taking, exchange, release or non-perfection
of any collateral, or any taking, release or amendment or waiver of or
consent to departure from any other guaranty, for all or any of the
Guaranteed Obligations;
(d) any manner of application of collateral, or proceeds
thereof, to all or any of the Guaranteed Obligations, or any manner of
sale or other disposition of any collateral for all or any of the
Guaranteed Obligations under the Credit Agreement or any other assets
of Borrower; or
(e) any change, restructuring or termination of the
corporate structure or existence of Borrower.
This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by the Agent or any Lender or any other person
upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all
as though such payment had not been made.
Section 3. Waivers and Acknowledgments. (a) Guarantor hereby waives
promptness, diligence, notice of acceptance and any other notice with respect to
any of the Guaranteed Obligations and this Guaranty and any requirement that
Agent or any Lender protect, secure, perfect or insure any lien or any property
subject thereto or exhaust any right or take any action against Borrower or any
other person or any collateral.
(b) Guarantor hereby waives any right to revoke this
Guaranty, and acknowledges that this Guaranty is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in the future.
(c) Guarantor acknowledges that it will receive
substantial direct and indirect benefits from the financing arrangements
contemplated by the Credit Agreement and that the waivers set forth in this
Section 3 are knowingly made in contemplation of such benefits.
Section 4. Subrogation. Guarantor will not exercise any rights that it
may now or hereafter acquire against the Borrower that arise from the existence,
payment, performance or enforcement of the Guarantor's Obligations under this
Guaranty, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Agent or any Lender against Borrower
or any collateral, whether or not such claim, remedy or right arises in equity
or under contract, statute or common law, including, without limitation, the
right to take or receive from Borrower directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim, remedy or right, unless and until all of the Guaranteed Obligations
and all other amounts payable under this Guaranty shall have been paid in full
in cash in accordance with the terms of the Credit Agreement. If any amount
shall be paid to Guarantor in violation of the preceding sentence at any time
prior to the payment in full in cash of the Guaranteed Obligations and all other
amounts payable under this Guaranty, such amount shall be held in trust for the
benefit of the Agent and each Lender and shall forthwith be paid to Agent to be
credited and applied to the Guaranteed Obligations and all other amounts payable
under this Guaranty, whether matured or unmatured, in accordance with the terms
of the Credit
Agreement, or to be held as collateral for any Guaranteed Obligations or other
amounts payable under this Guaranty thereafter arising. If (i) Guarantor shall
make payment to the Agent or any Lender of all or any part of the Guaranteed
Obligations, (ii) all of the Guaranteed Obligations and all other amounts
payable under this Guaranty shall be paid in full in cash and (iii) the Credit
Agreement shall have terminated in accordance with its own terms, Agent and the
Lenders will, at the Guarantors' request and expense, execute and deliver to the
Guarantors appropriate documents, without recourse and without representation or
warranty, necessary to evidence the transfer by subrogation to the Guarantor of
an interest in the Guaranteed Obligations resulting from such payment by the
Guarantor.
Section 5. Representations and Warranties. Guarantor hereby
represents and warrants as follows:
(a) Guarantor (i) is a duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
organization, (ii) is duly qualified and in good standing in each other
jurisdiction in which it owns or leases property or in which the
conduct of its business requires it to so qualify or be licensed except
where the failure to so qualify or be licensed would not have a
material adverse effect on the business or properties, taken as a
whole, or the condition, financial or otherwise, of Guarantor (a
"Material Adverse Effect"), and (iii) has all requisite power and
authority to own or lease and operate its properties and to carry on
its business as now conducted and as proposed to be conducted.
(b) The execution, delivery and performance by Guarantor
of this Guaranty are within Guarantor's powers, have been duly
authorized by all necessary corporate action, and do not (i) contravene
Guarantor's charter or bylaws or similar organizational documents, (ii)
violate any law (including, without limitation, the Securities Exchange
Act of 1934 and the Racketeer Influenced and Corrupt Organizations
Chapter of the Organized Crime Control Act of 1970), rule, regulation
(including, without limitation, Regulations T, U and X of the Board of
Governors of the Federal Reserve System), order, writ, judgment,
injunction, decree, determination or award, (iii) conflict with or
result in the breach of, or constitute a default under, any loan
agreement, contract, indenture, mortgage, deed of trust, lease or other
instrument binding on or affecting Guarantor, any of its subsidiaries
or any of its or their properties, the effect of which conflict, breach
or default is reasonably likely to have a Material Adverse Effect, or
(iv) except for the liens created under the Credit Agreement, result in
or require the creation or imposition of any lien upon or with respect
to any of the properties of any such Guarantor or any of its
subsidiaries. Guarantor is not in violation of any such law, rule,
regulation, order, writ, judgment, injunction, decree, determination or
award, or in breach of any such contract, loan agreement, indenture,
mortgage, deed of trust, lease or other instrument, the violation or
breach of which would be reasonably likely to have a Material Adverse
Effect.
(c) No authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory
body or any other third party is required for (i) the due execution,
delivery, recordation, filing or performance by Guarantor of this
Guaranty, and (ii) the exercise by either Lender of its rights under
this Guaranty.
(d) This Guaranty has been duly executed and delivered by
Guarantor. This Guaranty is the legal, valid and binding obligation of
Guarantor, enforceable against
Guarantor in accordance with its terms except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other
laws relating to or limiting creditors' rights or by equitable
principles generally.
(e) There are no conditions precedent to the
effectiveness of this Guaranty that have not been satisfied or waived.
(f) Guarantor has, independently and without reliance
upon the Lender, and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter
into this Guaranty.
Section 6. Amendments, Etc. Except as otherwise provided in Section 7.1
(b) of the Credit Agreement, no amendment or waiver of any provision of this
Guaranty and no consent to any departure by Guarantor therefrom shall in any
event be effective unless the same shall be in writing and signed by the
Required Lenders (as defined in the Credit Agreement), and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.
Section 7. Notices, Etc. All notice and other communications provided
for hereunder shall be in writing (including telegraphic, telecopy or telex
communication) and mailed, telegraphed, telecopied, telexed or delivered by
overnight courier of nationally recognized standing to it, if to any Guarantor,
addressed to ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, if
to the Agent, at its address specified in the Credit Agreement, or as to any
party, at such other address as shall be designated by such party in a written
notice to each other party complying as to delivery with the terms of this
Section 7. All such notices and other communications shall, when mailed,
telecopied, telegraphed, telexed or sent by courier, be effective when deposited
in the mails, delivered to the telegraph company, transmitted by telecopier,
confirmed by telex answerback or delivered to the overnight courier,
respectively, addressed as aforesaid.
Section 8. No Waiver, Remedies. No failure on the part of either Lender
to exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.
Section 9. Indemnification. Without limitation on any other Guaranteed
Obligations of Guarantor or remedies of Agent or the Lenders under this
Guaranty, Guarantor shall, to the fullest extent permitted by law, indemnify,
defend and save and hold harmless the Agent and each Lender from and against,
and shall pay on demand, any and all losses, liabilities, damages, costs,
expenses and charges (including the reasonable fees and disbursement of the
Agent's or any Lender's in-house and external legal counsel) suffered or
incurred by the Agent or a Lender as a result of any failure of any Guaranteed
Obligations to be the legal, valid and binding obligations of Borrower
enforceable against Borrower in accordance with their terms.
Notwithstanding anything else in this Guaranty 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 10. Continuing Guaranty. This Guaranty is a continuing guaranty
and shall (a) remain in full force and effect until the later of the payment in
full in cash of the Guaranteed Obligations and all other amounts payable under
this Guaranty and the date the Credit Agreement shall have terminated in
accordance with its own terms, (b) be binding upon each Guarantor, its
successors and assigns, and (c) inure to the benefit of and be enforceable by
any Lender and its successors, transferees and assigns Without limiting the
generality of the foregoing clause (c), 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.
Section 11. Governing Law; Jurisdiction. This Guaranty shall be
governed by, and construed in accordance with, the laws of the State of North
Carolina.
Section 12. Reaffirmation of Guaranty. Each Guarantor confirms and
restates its liabilities, obligations and agreements under its Original Guaranty
and acknowledges and agrees that every right, power and remedy of Lenders
thereunder is in full force and effect, including without limitation, such
right, powers and remedies relating to the Original Notes, as amended and
restated by the Amended Notes, and the payment and performance of the Guaranteed
Obligations. Without limiting the foregoing, each Guarantor intends by execution
and delivery of this instrument to absolutely, irrevocably and unconditionally
reaffirm its guaranty, subject to the terms of this Guaranty, to Agent of (i)
the due and punctual payment of the Original Notes, as amended and by the
Amended Notes, and (ii) the performance by Borrower of the Obligations. Each
Guarantor acknowledges and declares that it has no defense, claim, charge, plea
or set-off whatsoever in law or equity against the Lenders under the Original
Guaranty, this Guaranty, the Original Notes, the Amended Notes, the Original
Credit Agreement, the Amendment or any other instrument or document executed by
Guarantor or Borrower in connection with the obligations under the Loan. Each
Guarantor waives and releases any and all defenses which might accrue to such
Guarantor by the execution of this Guaranty, the Amendment, and the Amended
Notes.
Section 13. Security. This Guaranty is secured by the Security
Agreement as amended and restated by that certain Amended and Restated Security
Agreement from Guarantors to Agent. The obligations of the Guarantors to Agent
granted thereby and the terms and conditions therein contained shall apply
equally to the Indebtedness evidenced hereby and the covenants therein contained
shall remain in full force and effect in accordance with the provisions thereof
until the Obligations are paid in full.
IN WITNESS WHEREOF, each Guarantor has caused this Guaranty 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/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
----------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
SONIC - ▇▇▇▇▇▇▇▇▇▇ FLM, INC.,
▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., LLC,
FRONTIER OLDSMOBILE-CADILLAC, INC.,
▇▇▇▇▇▇ ▇▇▇▇▇ CORPORATION,
SONIC AUTOMOTIVE - ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇, LLC,
SONIC CHRYSLER-PLYMOUTH-JEEP, LLC,
SONIC DODGE, 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.,
FORT MILL CHRYSLER-PLYMOUTH-DODGE,
INC.,
SONIC AUTOMOTIVE ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇.,
SONIC AUTOMOTIVE ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇.,
TOWN AND COUNTRY CHRYSLER-PLYMOUTH-
JEEP OF ROCK HILL, INC.,
SONIC AUTOMOTIVE OF CHATTANOOGA, LLC,
SONIC AUTOMOTIVE OF NASHVILLE, LLC,
SONIC AUTOMOTIVE - ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇,
▇▇▇▇ AND COUNTRY CHRYSLER-PLYMOUTH-
JEEP, LLC,
TOWN AND COUNTRY DODGE OF
CHATTANOOGA, LLC,
TOWN AND COUNTRY JAGUAR, LLC,
TOWN AND COUNTRY FORD OF CLEVELAND, LLC,
SONIC - ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇,
▇▇▇▇▇ ▇▇ ▇▇▇▇▇, INC.,
SONIC - ▇▇▇▇▇▇▇▇ IMPORTS, INC.,
SONIC - ▇▇▇▇▇▇▇▇ BUICK, INC.,
SONIC - ▇▇▇▇▇▇▇▇ CADILLAC, INC.,
SONIC - ▇▇▇▇▇▇▇▇ MOTORS, LLC,
SONIC - ▇▇▇▇▇▇▇ CHEVROLET WORLD, INC.,
SONIC - ▇▇▇▇▇▇▇ OF ▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇ HILLS, INC.,
FAA CAPITOL N, INC.,
FAA CONCORD H, INC.,
FAA CONCORD N, INC.,
FAA CONCORD T, INC.,
FAA DEALER SERVICES, 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.,
FAA WOODLAND HILLS VW, INC.,
SMART NISSAN, INC.,
FAA TORRANCE CPJ, INC.,
FAA DUBLIN VWD, INC.,
▇▇▇▇▇▇ MOTORS INCORPORATED,
FAA SANTA ▇▇▇▇▇▇ V, INC.,
FAA LAS VEGAS H, INC.,
L DEALERSHIP GROUP, INC.,
WINDWARD, INC.,
AUTOBAHN, INC.,
▇▇▇ ▇▇▇▇▇ INTERNATIONAL, INC.,
FAA HOLDING CORP.,
FRANCISCAN MOTORS, INC.,
SANTA ▇▇▇▇▇ IMPORTED CARS, INC.,
STEVENS CREEK CADILLAC, INC.,
FAA MARIN F, INC.,
FAA POWAY H, INC.,
FAA POWAY T, INC.,
FAA ▇▇▇▇▇ ▇▇, INC.,
SONIC-RIVERSIDE, INC.,
SONIC-▇▇▇▇▇▇, 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 - ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇.,
▇▇▇, INC.,
SONIC AUTOMOTIVE - ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇.,
▇▇▇, INC.,
SONIC AUTOMOTIVE- ▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇,
▇▇▇.,
SONIC AUTOMOTIVE - ▇▇▇▇ ▇. ▇▇▇▇ ▇▇.,
▇▇, ▇▇▇.,
SONIC AUTOMOTIVE ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇.,
▇▇, ▇▇▇.,
SONIC AUTOMOTIVE - ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇,
▇▇, INC.,
SONIC AUTOMOTIVE OF NEVADA, INC.,
SONIC AUTOMOTIVE OF TENNESSEE, INC.,
SONIC AUTOMOTIVE - ▇▇▇▇▇▇▇▇, INC.,
SONIC - ▇▇▇▇▇ PONTIAC - CADILLAC, INC.,
SONIC - ▇▇▇▇▇ NISSAN, INC.,
SONIC - SUPERIOR OLDSMOBILE, LLC,
SONIC - ▇▇▇▇▇▇▇▇▇▇▇, INC.,
SONIC - INTEGRITY DODGE LV, LLC,
SONIC - VOLVO LV, LLC,
SONIC - FM AUTOMOTIVE, LLC,
SONIC - FM, INC.,
SONIC - FM VW, INC.,
SONIC - FM NISSAN, INC.,
SONIC - ▇▇▇▇▇▇▇▇, INC., and
SONIC AUTOMOTIVE - ▇▇▇▇ ▇▇▇▇▇ ▇▇▇., DB,
LLC
FREEDOM FORD, INC.
SONIC AUTOMOTIVE SERVICING COMPANY, LLC
SONIC AUTOMOTIVE F & I, LLC
SONIC - RIVERSIDE AUTO FACTORY, INC.
TRANSCAR LEASING, INC.
SONIC AUTOMOTIVE - ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇.▇.▇.
FAA CAPITOL F, INC.,
SONIC - LAS VEGAS C EAST, LLC,
SONIC - LAS VEGAS C WEST, LLC,
▇▇▇▇ ▇▇▇▇ CHEVROLET, INC.
SONIC DEVELOPMENT, LLC
[Remainder of page intentionally left blank]
SONIC AUTOMOTIVE OF TEXAS, L.P.,
SONIC AUTOMOTIVE-4701 ▇-▇▇ ▇▇▇▇,
▇▇, L.P.,
SONIC AUTOMOTIVE - ▇▇▇▇ ▇. ▇▇▇▇, ▇▇, L.P.,
SONIC AUTOMOTIVE - ▇▇▇▇ ▇-▇▇ ▇▇▇▇, ▇▇,
L.P.,
SONIC - ▇▇▇ ▇▇▇▇▇ NISSAN, L.P.,
SONIC - ▇▇▇▇ ▇▇▇▇▇, L.P.,
SONIC - READING, L.P., and
SONIC - CAMP FORD, L.P.,
SONIC - DALLAS AUTO FACTORY, L.P.
SONIC-FORT WORTH T, L.P.,
▇▇▇▇▇▇▇▇ MOTORS, LTD.
SONIC - ▇▇▇▇▇▇▇▇▇▇ F, L.P.
SONIC - CARROLLTON V, L.P.
By: Sonic of Texas, Inc., a Texas
corporation, as General Partner
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL) By: /s/
------------------ ----------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
SONIC PEACHTREE INDUSTRIAL BLVD., L.P.,
and
SONIC - GLOBAL IMPORTS, L.P.
By: Sonic Automotive of Georgia, Inc.,
a Georgia corporation, as General
Partner
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL) By: /s/
------------------ ----------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President