EXHIBIT 10.12
SECURITY AGREEMENT
June 23, 2000
For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the undersigned SONIC AUTOMOTIVE, INC., a Delaware
corporation, conducting business at 6415 Idlewild Road, Suite 109, Charlotte,
North Carolina 28212, hereby grants unto FORD MOTOR CREDIT COMPANY, a Delaware
corporation (hereinafter called "Lender"), whose address is 6302 Fairview Road,
Suite 500, Charlotte, North Carolina 28210, a security interest in the following
types of property located at the undersigned's place(s) of business set out
above, or elsewhere, now owned or hereafter acquired by the undersigned
(hereinafter called the "Collateral") and the proceeds thereof:
a. All furniture, fixtures, machinery, supplies and other
equipment.
b. All motor vehicles, tractors, trailers, implements, service
parts and accessories and other inventory of every kind.
c. All accounts, instruments, contract rights, chattel paper and
general intangibles.
Lender may, in the name of the undersigned or otherwise, receive, collect and
receipt for the payment of all monies payable with respect to the foregoing
accounts, instruments, contract rights, chattel paper and general intangibles
and give full discharge therefor; endorse any checks, drafts, money orders or
instruments for the payment thereof payable to or to the order of the
undersigned that may be received by Lender in connection therewith; sue for,
settle, adjust and compromise all present and future claims arising thereunder
or in connection therewith; sell, assign, pledge or make any other agreement
with respect thereto; and exercise all other rights and remedies that the
undersigned would have with respect thereto but for this Security Agreement.
The undersigned warrants that, having due regard to all restrictions contained
in its formation and operating documents, the undersigned has the power and
authority to enter into this Security Agreement in the manner set out herein,
and the undersigned has taken all steps necessary to insure that this Security
Agreement is legally valid and enforceable in accordance with its terms and
conditions.
If an Event of Default (as defined in the Deeds of Trust referred to herein)
occurs, Lender shall have, in addition to all other rights and remedies provided
by law, the remedies of a secured party under the Uniform Commercial Code
including, without limitation, the right to take possession of the Collateral
and for this purpose Lender may enter upon the premises where the Collateral may
be situated and remove the same therefrom. In the event Lender takes possession
of the Collateral, Lender may without notice sell the same at public or private
sale or otherwise in such manner and upon such terms as shall appear to Lender
to be reasonable and apply the proceeds of such sale or disposition, less the
expenses of retaking, holding,
preparing for sale and selling the Collateral and reasonable attorney's fees and
legal expenses incurred by Lender to the partial or complete satisfaction of any
indebtedness or obligation of the undersigned to Lender.
Pursuant to a guaranty of even date herewith, the undersigned has guaranteed the
obligation of each of the entities listed on Schedule 1 attached hereto
(collectively, "Borrower"), to Lender under (i) a Promissory Note dated of even
date herewith in the principal amount of $50,000,000.00, (ii) a Promissory Note
dated of even date herewith in the principal amount of $100,000,000.00
(collectively, the "Notes"), and (iii) the Deeds of Trust and Assignment of
Leases and Rents and Security Agreement (and Financing Statement and Fixture
Filing) dated as of even date herewith and hereafter, from Borrower, as grantor,
to the trustee specified therein, for the benefit of Lender, as beneficiary, and
the Mortgages and Assignments of Leases and Rents and Security Agreement (and
Financing Statement and Fixture Filing) dated as of even date herewith and
hereafter, from Borrower, as mortgagor, to Lender, as mortgagee (collectively,
the "Deeds of Trust") securing such Notes. This Security Agreement is granted by
the undersigned to Lender to secure in part the obligations of the undersigned
under such guaranty and any other guaranties now or hereafter executed by the
undersigned of such Notes and the Deeds of Trust, including any amendments,
increases, modifications and renewals thereof.
In Witness Whereof, the undersigned hereto has caused these presents to be duly
executed under seal as of the day and year first above written.
SONIC AUTOMOTIVE, INC.,
a Delaware corporation
By /s/ B. Scott Smith (SEAL)
------------------------
B. Scott Smith, President
Attest: /s/ Stephen K. Coss
--------------------
Stephen K. Coss, Secretary
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SCHEDULE 1
1. SRE Alabama - 1, LLC, an Alabama limited liability company
2. SRE Alabama - 2, LLC, an Alabama limited liability company
3. SRE Alabama - 3, LLC, an Alabama limited liability company
4. SRealEstate Arizona - 1, LLC, an Arizona limited liability company
5. SRealEstate Arizona - 2, LLC, an Arizona limited liability company
6. SRealEstate Arizona - 3, LLC, an Arizona limited liability company
7. SRealEstate Arizona - 4, LLC, an Arizona limited liability company
8. SRE Florida - 1, LLC, a Florida limited liability company
9. SRE Florida - 2, LLC, a Florida limited liability company
10. SRE Florida - 3, LLC, a Florida limited liability company
11. SRE Georgia - 1, L.P., a Georgia limited partnership
12. SRE Georgia - 2, L.P., a Georgia limited partnership
13. SRE Georgia - 3, L.P., a Georgia limited partnership
14. SRE Holding, LLC, a North Carolina limited liability company
15. SRE Nevada - 1, LLC, a Nevada limited liability company
16. SRE Nevada - 2, LLC, a Nevada limited liability company
17. SRE Nevada - 3, LLC, a Nevada limited liability company
18. SRE South Carolina - 1, LLC, a South Carolina limited liability company
19. SRE South Carolina - 2, LLC, a South Carolina limited liability company
20. SRE Tennessee - 1, LLC, a Tennessee limited liability company
21. SRE Tennessee - 2, LLC, a Tennessee limited liability company
22. SRE Tennessee - 3, LLC, a Tennessee limited liability company
23. SRE Texas - 1, L.P., a Texas limited partnership
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24. SRE Texas - 2, L.P., a Texas limited partnership
25. SRE Texas - 3, L.P., a Texas limited partnership
26. SRE Virginia - 1, LLC, a Virginia limited liability company
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