EXHIBIT 10.6
SECURITY AGREEMENT
SECURITY AGREEMENT (this "Agreement") dated August 10, 2000 is
made by each of the entities listed on the signature pages hereto, jointly and
severally, (each referred to individually herein as a "Grantor," and
collectively, the "Grantors"), 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, Sonic Automotive, Inc. (the "Borrower") and the
Lenders have entered into a certain Credit Agreement dated as of even date
herewith, pursuant to which the Lenders agreed, subject to certain conditions
precedent, to make loans and other financial accommodations to the Borrower from
time to time in an amount not to exceed $500,000,000.00 (as such agreement may
be further amended, restated, supplemented, refinanced, increased or otherwise
modified from time to time, the "Credit Agreement") and;
WHEREAS, the Credit Agreement is evidenced by the Notes as
defined in the Credit Agreement (the "Notes"); and
WHEREAS, the Grantor has entered into a Guaranty of even date
herewith (the "Guaranty"), pursuant to which each Grantor guaranties all of the
obligations of the Borrower under the Credit Agreement to the Lenders; and
NOW, THEREFORE, for and in consideration of the foregoing and
of any financial accommodations or extensions of credit (including, without
limitation, any loan or advance by renewal, refinancing or extension of the
agreements described hereinabove or otherwise) heretofore, now or hereafter made
to or for the benefit of the Borrower pursuant to the Credit Agreement or, any
other agreement, instrument or document executed pursuant to or in connection
therewith, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor hereby agrees with Agent,
for the benefit of the Lenders, as follows:
SECTION 1. Grant of Security. Grantor hereby assigns and
pledges to Agent, for the benefit of the Lenders, and hereby grants to Agent,
for the benefit of the Lenders, a security interest in, all of its respective
right, title and interest in and to the following, whether now owned or
hereafter acquired (the "Collateral"):
(a) all furniture, machinery, service vehicles, supplies and
other equipment (the "Equipment");
(b) motor vehicles, tractors, trailers, service parts and
accessories and other inventory ("Inventory");
(c) all accounts, contract rights, chattel paper, instruments,
notes, letters of credit, documents, documents of title, investment
property, deposit accounts, other bank
accounts, general intangibles, tax refunds and other obligations of
third persons of any kind, now or hereafter existing, whether arising
out of or in connection with the sale or lease of goods, the rendering
of services or otherwise, and all rights now or hereafter existing in
and to all security agreements, leases, and other contracts securing or
otherwise relating to any such accounts, contract rights, chattel
paper, instruments, notes, letters of credit, documents, documents of
title, investment property, deposit accounts, other bank accounts,
general intangibles, tax refunds or obligations of third persons (any
and all such accounts, contract rights, chattel paper, instruments,
notes, letters of credit, documents, documents of title, investment
property, deposit accounts, other bank accounts, general intangibles,
tax refunds and obligations of third persons being the "Receivables",
and any and all such leases, security agreements and other contracts
being the "Related Contracts");
(d) all of the Grantor's governmental approvals and
authorizations to the maximum extent permitted by applicable law;
(e) all property and interests in property of the Grantor now
or hereafter coming into the actual possession, custody or control of
Lender in any way or for any purpose (whether for safekeeping, deposit,
custody, pledge, transmission, collection or otherwise);
(f) leasehold interests in and fixtures located on any real
property;
(g) records and other books and records relating to the
foregoing; and
(h) all accessions and additions to, substitutions for, and
replacements, products and proceeds of any of the foregoing (including,
without limitation, proceeds which constitute property of the types
described in clauses (a) through (g) of this Section 1 and, to the
extent not otherwise included, all (i) payments under insurance
(whether or not the Lender is the loss payee thereof), or any
indemnity, warranty or guaranty, payable by reason of loss or damage to
or otherwise with respect to any of the foregoing Collateral and (ii)
cash.
SECTION 2. Security for Obligations. This Agreement secures
the payment of (i) all obligations of the Borrower now or hereafter existing
under the Credit Agreement and the Notes, (ii) all obligations of Grantor now or
hereafter existing under the Guaranty, whether for principal, interest, fees,
expenses or otherwise, and (iii) all obligations of Grantor hereafter existing
under this Agreement (all such obligations of the Grantors and the Borrower
being the "Obligations"). Without limiting the generality of the foregoing, this
Agreement secures the payment of all amounts which constitute part of the
Obligations and would be owed by Grantor to Lender under the Credit Agreement
but for the fact that they are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding involving
Grantor or the Borrower.
SECTION 3. Grantors Remain Liable. Anything herein to the
contrary notwithstanding, (a) Grantor shall remain liable under the contracts
and agreements included in the Collateral to the extent set forth therein to
perform all of its respective duties and obligations thereunder to the same
extent as if this Agreement had not been executed, (b) the exercise by Agent of
any of the rights hereunder shall not release Grantor from any of its duties or
obligations under the contracts and agreements included in the Collateral, and
(c) neither Agent nor the Lenders shall have any obligation or liability under
the contracts and agreements included in the Collateral by reason of this
Agreement, nor shall Agent or the Lenders be obligated to perform any of the
obligations or duties of Grantor thereunder or to take any action to collect or
enforce any claim for payment assigned hereunder.
SECTION 4. Representations and Warranties. Grantor represents
and warrants as follows:
(a) All of its Equipment and Inventory is located at the
places specified on Exhibit A hereto. The chief place of business and chief
executive office of Grantor and the office where the Grantor keeps its records
concerning the Receivables, and the originals of all chattel paper that evidence
Receivables, are located at the address specified in Section 16. None of the
Receivables is evidenced by a promissory note or other instrument.
(b) Grantor is the legal and beneficial owner of its
respective Collateral free and clear of any lien, security interest, option or
other charge or encumbrance except for (i) the security interest created by this
Agreement, and (ii) any security interests consented to by the Required Lenders
(as defined in the Credit Agreement) (collectively, the "Permitted Liens").
Other than financing statements with respect to Permitted Liens, no effective
financing statement or other document similar in effect covering all or any part
of the Collateral is on file in any recording office, except such as may have
been filed in favor of the Lender relating to this Agreement. Grantor's trade
name is Volvo of Dallas.
(c) Grantor has exclusive possession and control of its
Equipment and Inventory.
(d) Subject to the Permitted Liens, this Agreement creates a
valid and perfected first priority security interest in the Collateral, securing
the payment of the Obligations, and all filings and other actions necessary or
desirable to perfect and protect such security interest have been duly taken.
(e) No consent of any other person or entity and no
authorization, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required (i) for the grant by the
Grantor of the security interest granted hereby or for the execution, delivery
or performance of this Agreement by the Grantor, (ii) for the perfection or
maintenance of the security interest created hereby (including the first
priority nature of such security interest) or (iii) for the exercise by Agent
(for the benefit of the Lenders) of its rights and remedies hereunder.
(f) There are no conditions precedent to the effectiveness of
this Agreement that have not been satisfied or waived.
(g) Grantor has, independently and without reliance upon
either Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement.
SECTION 5. Further Assurances. (a) Grantor agrees that from
time to time, at its expense, it will promptly execute and deliver all further
instruments and documents, and take
all further action, that may be necessary or desirable, or that Agent may
reasonably request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable Agent (acting for the
benefit of the Lenders) to exercise and enforce its rights and remedies
hereunder with respect to any Collateral. Without limiting the generality of the
foregoing, Grantor will upon such request: (i) mark conspicuously each chattel
paper included in the Receivables and each Related Contract and, at the request
of Agent, each of its records pertaining to the Collateral with a legend, in
form and substance satisfactory to Agent, indicating that such document, chattel
paper, Related Contract or Collateral is subject to the security interest
granted hereby; (ii) if any Receivable shall be evidenced by a promissory note
or other instrument or chattel paper, deliver and pledge to Agent (for the
benefit of the Lenders) hereunder such note or instrument or chattel paper duly
endorsed and accompanied by duly executed instruments of transfer or assignment,
all in form and substance satisfactory to Agent; and (iii) execute and file such
financing or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or as the Lender may
request, in order to perfect and preserve the security interest granted or
purported to be granted hereby.
(b) Grantor hereby authorizes Agent to file one or more
financing or continuation statements, and amendments thereto, relating to all or
any part of the Collateral without its signature where permitted by law. A
photocopy or other reproduction of this Agreement or any financing statement
covering the Collateral or any part thereof shall be sufficient as a financing
statement where permitted by law.
(c) Grantor will furnish to Agent from time to time statements
and schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as Agent may reasonably request, all
in reasonable detail.
SECTION 6. As to Equipment and Inventory. (a) Grantor shall
keep its Equipment and Inventory at the location referred to Section 4(a) or,
upon 30 days' prior written notice to Agent , at such other places in
jurisdictions where all action required by Section 5 shall have been taken with
respect to its Equipment and Inventory.
(b) Grantor shall cause the Equipment owned by it to be
maintained and preserved in the same condition, repair and working order as when
new, ordinary wear and tear excepted, and in accordance with any manufacturer's
manual, and shall forthwith, or in the case of any loss or damage to any of the
Equipment as quickly as practicable after the occurrence thereof, make or cause
to be made all repairs, replacements, and other improvements in connection
therewith which are necessary or desirable to such end. Grantor shall promptly
furnish to Agent a statement respecting any material loss or damage to any of
its Equipment or Inventory.
(c) Grantor shall pay promptly when due all property and other
taxes, assessments and governmental charges or levies imposed upon, and all
claims against, its Equipment or Inventory.
SECTION 7. Insurance. Grantor shall, at its own expense,
maintain insurance with respect to its Equipment and Inventory in such amounts,
against such risks, in such form and with such insurers, as shall be
satisfactory to Agent from time to time. Each policy for liability insurance
shall provide for all losses to be paid on behalf of Agent (for the benefit of
the
Lenders) and the Grantor as their respective interests may appear and each
policy for property damage insurance shall provide for all losses to be paid
directly to Agent (for the benefit of the Lenders). Each such policy shall in
addition (i) name the Grantor and Agent (for the benefit of the Lenders) as
insured parties thereunder (without any representation or warranty by or
obligation upon Agent) as their interests may appear, (ii) contain the agreement
by the insurer that any loss thereunder shall be payable to Agent (for the
benefit of the Lenders) notwithstanding any action, inaction or breach of
representation or warranty by the Grantor, (iii) provide that there shall be no
recourse against Agent or the Lenders for payment of premiums or other amounts
with respect thereto and (iv) provide that at least ten days' prior written
notice of cancellation or of lapse shall be given to Agent by the insurer.
Grantor shall, if so requested by Agent, deliver to Agent original or duplicate
policies of such insurance and, as often as Agent may reasonably request, a
report of a reputable insurance broker with respect to such insurance. Further
Grantor shall, at the request of Agent, duly execute and deliver instruments of
assignment of such insurance policies to comply with the requirements of Section
5 and cause the insurers to acknowledge notice of such assignment.
(b) Upon the occurrence and during the continuance of an Event
of Default, all insurance payments in respect of such Equipment or Inventory
shall be paid to and applied by Agent as specified in Section 13(b).
SECTION 8. As to Receivables. Grantor shall keep its chief
place of business and chief executive office and the office where it keeps its
records concerning the Receivables, and the originals of all chattel paper that
evidence Receivables, if any, at the location therefor referred to in Section
4(a) or, upon 30 days' prior written notice to Agent, at any other locations in
a jurisdiction where all action required by Section 5 shall have been taken with
respect to the Receivables. Grantor will hold and preserve such records and
chattel paper and will permit representatives of Agent or any Lender at any time
during normal business hours to inspect and make abstracts from such records and
chattel paper. Grantor shall not change its name, identity or corporate
structure to such an extent that any financing statement filed in connection
with this Agreement would become seriously misleading, unless the Borrower shall
have given Agent at least 30 days prior written notice thereof and prior to
effecting any such change, taken such steps as Agent may deem necessary or
desirable to continue the perfecting and priority of the liens in favor of Agent
(for the benefit of the Lenders) granted in connection herewith.
SECTION 9. Transfers and Other Liens. Grantor may not (i)
sell, assign (by operation of law or otherwise) or otherwise dispose of, or
grant any option with respect to, any of the Collateral, or (ii) create or
permit to exist any lien, security interest, option or other charge or
encumbrance upon or with respect to any of the Collateral, except for the
security interest under this Agreement.
SECTION 10. Agent Appointed Attorney-in-Fact. Grantor hereby
irrevocably appoints Agent Grantor's attorney-in-fact, with full authority in
the place and stead of the Grantor and in the name of the Grantor, the Lenders
or otherwise, from time to time in Agent's discretion, to take any action and to
execute any instrument which Agent may deem necessary or advisable to accomplish
the purposes of this Agreement, including, without limitation:
(a) to obtain and adjust insurance required to be paid to
Agent pursuant to Section 7,
(b) to ask, demand, collect, sue for, recover, compromise,
receive and give acquittance and receipts for moneys due and to become
due under or in connection with the Collateral,
(c) to receive, indorse, and collect any drafts or other
instruments, documents and chattel paper, in connection therewith, and
(d) to file any claims or take any action or institute any
proceedings which Agent may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights
of Agent or the Lenders with respect to any of the Collateral.
SECTION 11. Agent May Perform. If Grantor fails to perform any
agreement contained herein, Agent may itself perform, or cause performance of,
such agreement, and the expenses of Agent or the Lenders incurred in connection
therewith shall be payable by the Grantors under Section 14(b).
SECTION 12. Agent's Duties. The powers conferred on Agent
hereunder are solely to protect its interest (in its capacity as agent on behalf
of the Lenders) in the Collateral and shall not impose any duty upon it to
exercise any such powers. Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder,
Agent shall have no duty as to any Collateral or as to the taking of any
necessary steps to preserve rights against prior parties or any other rights
pertaining to any Collateral. Agent shall be deemed to have exercised reasonable
care in the custody and preservation of any Collateral in its possession if such
Collateral is accorded treatment substantially equal to that which Agent accords
its own property.
SECTION 13. Remedies. If any Event of Default shall have
occurred and be continuing:
(a) Agent may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on
default under the Uniform Commercial Code in effect in the State of
North Carolina at that time (the "Code") (whether or not the Code
applies to the affected Collateral), and also may (i) require Grantor
to, and Grantor hereby agrees that it will at its expense and upon
request of Agent forthwith, assemble all or part of the Collateral as
directed by the Agent and make it available to Agent at a place to be
designated by Agent which is reasonably convenient to both parties and
(ii) without notice except as specified below, sell the Collateral or
any part thereof in one or more parcels at public or private sale, at
any of Agent's or Initial Lender's offices or elsewhere, for cash, on
credit or for future delivery, and upon such other terms as Agent may
deem commercially reasonable. Grantor agrees that, to the extent notice
of sale shall be required by law, at least ten days' notice to the
Grantor of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable
notification. Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. Agent may
adjourn any public or private sale from time to time by announcement at
the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned.
(b) Any cash held by Agent as Collateral and all cash proceeds
received by Agent in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral may, in the
discretion of Agent, be held by Agent as collateral for, and/or then or
at any time thereafter be applied (after payment of any amounts payable
to Agent or the Lenders pursuant to Section 14) in whole or in part by
Agent against, all or any part of the Obligations in such order as
Agent shall elect. Any surplus of such cash or cash proceeds held by
Agent and remaining after payment in full in cash of all the
Obligations shall be paid over to the Grantor or to whomsoever may be
lawfully entitled to receive such surplus.
SECTION 14. Indemnity and Expenses. (a) Grantor agrees to
indemnify Agent and the Lenders from and against any and all claims, losses and
liabilities (including reasonable attorneys' fees) growing out of or resulting
from this Agreement (including, without limitation, enforcement of this
Agreement), except claims, losses or liabilities resulting from the Lender's
gross negligence or willful misconduct.
(b) Grantor shall be liable to Agent and the Lenders for the
amount of any and all reasonable expenses, including the reasonable fees and
expenses of its in-house and external counsel and of any experts and agents,
which Agent or the Lenders may incur in connection with (i) the administration
of this Agreement, (ii) the custody, preservation, use or operation of, or the
sale of, collection from, or other realization upon, any of the Collateral,
(iii) the exercise or enforcement of any of the rights of Agent or the Lenders
hereunder or (iv) the failure by Grantor to perform or observe any of the
provisions hereof.
(c) Notwithstanding anything else in this Agreement 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 15. Amendments, Etc. Except as otherwise provided in
Section 7.1 (b) of the Credit Agreement, no amendment or waiver of any provision
of this Agreement, and no consent to any departure by Grantor herefrom, shall in
any event be effective unless the same shall be in writing and signed by
Required Lenders, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
SECTION 16. Addresses for Notices. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic, telex or cable communication) and mailed, telecopied, telegraphed,
telexed, cabled or delivered, if to the Grantor, at its address at 64215
Idlewild Road, Suite 109, Charlotte, North Carolina 28212, if to Agent, at its
address specified in the Credit Agreement; or, as to each party, at such other
address as shall be designated by such party in a written notice to the other
party. All such notices and communications shall be effective, upon receipt, or
in the case of (i) notice by mail, five days after being deposited in the United
States mails, first class postage prepaid, (ii) notice by overnight courier, one
business day after being deposited with a national overnight courier service,
(iii) notice by telex, when telexed against receipt of answer back or (iv)
notice by facsimile copy, when transmitted against mechanical confirmation of
successful transmission.
SECTION 17. Continuing Security Interest; Assignments under
Credit Agreement. This Agreement shall create a continuing assignment of and
security interest in the Collateral and shall (i) remain in full force and
effect until the payment in full in cash of the Obligations and all other
amounts payable under this Agreement (such date, the "Security Termination
Date"), (ii) be binding upon Grantor, and Grantor's successors and assigns and
(iii) inure to the benefit of, and be enforceable by, Agent, The Lenders, and
each of their respective successors, transferees and assigns. Without limiting
the generality of the foregoing clause (iii), 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. On the Security Termination Date, the security interest
granted hereby shall terminate and all rights to the Collateral shall revert to
the Grantor. Upon any such termination, Agent will, at the Grantors' expense,
execute and deliver to Grantor such documents as it shall reasonably request to
evidence such termination.
SECTION 18. Governing Law; Terms. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
CONFLICTS OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NORTH CAROLINA.
Unless otherwise defined herein or in the Credit Agreement, terms used in
Article 9 of the Code are used herein as therein defined.
SECTION 19. Waiver of Jury Trial. To the maximum extent of
applicable law, Grantor, the Agent and each Lender waives any right to trial by
jury in any dispute, whether sounding in contract, tort, or otherwise, between
the Agent, the Lenders and Grantor arising out of or related to the transactions
contemplated by this Agreement or any other instrument, document or agreement
executed or delivered in connection herewith. Any of the Grantor, the Agent or
the Lenders may file an original counterpart or a copy of this Agreement with
any court as written evidence of the consent of the parties hereto to the waiver
of their right to trial by jury.
SECTION 20. Consent to Jurisdiction; Counterclaims; Forum Non
Conveniens. (a) Exclusive Jurisdiction. Except as provided in subsection (b) of
this Section 20, the Agent, each Lender and the Grantor agree that all disputes
between them arising out of or related to the relationship established between
them in connection with this Agreement, whether arising in contract, tort,
equity, or otherwise, shall be resolved only by state or federal courts located
in North Carolina, but the parties acknowledge that any appeals from those
courts may have to be heard by a court located outside of North Carolina.
(b) Other Jurisdictions. Each of Agent and the Lenders shall
have the right to proceed against any Grantor or its real or personal property
in a court in any location to enable Agent or the Lenders to obtain personal
jurisdiction over the Grantor, to realize on the Collateral or any other
security for the Obligations or to enforce a judgment or other court order
entered in favor of Agent or the Lenders. No Grantor shall assert any permissive
counterclaims in any proceeding brought by Agent or the Lenders under this
Section 17(b).
(c) Venue; Forum Non Conveniens. Each of Agent, the Grantor
and each Lender waives any objection that it may have (including, without
limitation, any objection to the
laying of venue or based on forum non conveniens) to the location of the court
in which any proceeding is commenced in accordance with this Section 20.
SECTION 21. Service of Process. Grantor waives personal
service of any process upon it and, as security for the Obligations, irrevocably
appoints Theodore M. Wright as its registered agent for the purpose of accepting
service of process issued by any court in connection with any dispute between
Grantor, the Agent and the Lenders arising out of or related to the relationship
established between them in connection with this Agreement or any other document
to which Grantor is a party.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the Grantor has caused this Agreement 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/ Theodore M. Wright (SEAL)
-----------------------------
Name: Theodore M. Wright
Title: Vice President
SONIC - MONTGOMERY FLM, INC.,
COBB 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 5260 PEACHTREE
INDUSTRIAL BLVD., LLC,
FRONTIER OLDSMOBILE-CADILLAC, INC.,
MARCUS DAVID CORPORATION,
SONIC AUTOMOTIVE - 9103 E.
INDEPENDENCE, NC, 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 2752 LAURENS RD.,
GREENVILLE, INC.,
SONIC AUTOMOTIVE 2424 LAURENS RD.,
GREENVILLE, INC.,
TOWN AND COUNTRY CHRYSLER-PLYMOUTH-
JEEP OF ROCK HILL, INC.,
SONIC AUTOMOTIVE OF CHATTANOOGA, LLC,
SONIC AUTOMOTIVE OF NASHVILLE, LLC,
SONIC AUTOMOTIVE - 6025
INTERNATIONAL DRIVE, LLC,
TOWN 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 - 2185 CHAPMAN RD., CHATTANOOGA,
LLC,
SONIC OF TEXAS, INC.,
SONIC - WILLIAMS IMPORTS, INC.,
SONIC - WILLIAMS BUICK, INC.,
SONIC - WILLIAMS CADILLAC, INC.,
SONIC - WILLIAMS MOTORS, LLC,
SONIC - NEWSOME CHEVROLET WORLD, INC.,
SONIC - NEWSOME OF FLORENCE, 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 BEVERLY 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.,
KRAMER MOTORS INCORPORATED,
FAA SANTA MONICA V, INC.,
FAA LAS VEGAS H, INC.,
LUCAS DEALERSHIP GROUP, INC.,
WINDWARD, INC.,
AUTOBAHN, INC.,
DON LUCAS INTERNATIONAL, INC.,
FAA HOLDING CORP.,
FRANCISCAN MOTORS, INC.,
SANTA CLARA IMPORTED CARS, INC.,
STEVENS CREEK CADILLAC, INC.,
FAA MARIN F, INC.,
FAA POWAY H, INC.,
FAA POWAY T, INC.,
FAA MARIN LR, INC.,
SONIC-RIVERSIDE, INC.,
SONIC-GLOVER, 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 - 1919 N. DIXIE HWY.,
NSB, INC.,
SONIC AUTOMOTIVE - 1307 N. DIXIE HWY.,
NSB, INC.,
SONIC AUTOMOTIVE- 1720 MASON AVE., DB,
INC.,
SONIC AUTOMOTIVE - 3741 S. NOVA RD.,
PO, INC.,
SONIC AUTOMOTIVE 241 RIDGEWOOD AVE.,
HH, INC.,
SONIC AUTOMOTIVE - 6008 N. DALE MABRY,
FL, INC.,
SONIC AUTOMOTIVE OF NEVADA, INC.,
SONIC AUTOMOTIVE OF TENNESSEE, INC.,
SONIC AUTOMOTIVE - BONDESEN, INC.,
SONIC - LLOYD PONTIAC - CADILLAC, INC.,
SONIC - LLOYD NISSAN, INC.,
SONIC - SUPERIOR OLDSMOBILE, LLC,
SONIC - SHOTTENKIRK, 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 - FREELAND, INC., and
SONIC AUTOMOTIVE - 1720 MASON AVE., DB,
LLC
FREEDOM FORD, INC.
SONIC AUTOMOTIVE SERVICING COMPANY, LLC
SONIC AUTOMOTIVE F & I, LLC
SONIC - RIVERSIDE AUTO FACTORY, INC.
SOUTH CAROLINA AUTOMOTIBLE
ENTERPRISES INCORPORATED
TRANSCAR LEASING, INC.
SONIC AUTOMOTIVE - 2490 SOUTH LEE
HIGHWAY, L.L.C.
SONIC AUTOMOTIVE OF TEXAS, L.P.,
SONIC AUTOMOTIVE-4701 I-10 EAST,
TX, L.P.,
SONIC AUTOMOTIVE - 3401 N. MAIN, TX, L.P.,
SONIC AUTOMOTIVE - 5221 I-10 EAST, TX, L.P.,
SONIC - SAM WHITE NISSAN, L.P.,
SONIC - LUTE RILEY, L.P.,
SONIC - READING, L.P., and
SONIC - CAMP FORD, L.P.,
SONIC - DALLAS AUTO FACTORY, L.P.
By: Sonic of Texas, Inc., a Texas corporation,
as General Partner
By: /s/ Theodore M. Wright (SEAL)
---------------------------
Name: Theodore M. Wright
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
By: /s/ Theodore M. Wright (SEAL)
--------------------------
Name: Theodore M. Wright
Title: Vice President
Agreed and Accepted
this 10th day of August, 2000
FORD MOTOR CREDIT COMPANY,
a Delaware corporation, as Agent
By: /s/ W. J. Beck IV (SEAL)
---------------------
Name: William J. Beck IV
Title: National Account Manager