Exhibit 10.1
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AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated August 15,
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2001, is among SONIC AUTOMOTIVE, INC., a Delaware corporation, (the "Borrower")
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FORD MOTOR CREDIT COMPANY, a Delaware corporation, ("Ford Credit") CHRYSLER
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FINANCIAL COMPANY, L.L.C., a Michigan limited liability company, ("Chrysler
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Financial"), TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("Toyota
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Credit"), and the other Lenders from time to time party hereto, and Ford Credit,
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as administrative agent and collateral agent (in such capacity and together with
any Successor Agent appointed pursuant to Article VII of the Original Agreement
(as defined herein), the "Agent") for the Secured Parties.
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WHEREAS, on August 10, 2000 Ford Credit and Chrysler Financial made a loan
(the "Original Loan") to Borrower in the principal amount of $500,000,000.00,
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pursuant to the terms of that certain Credit Agreement dated as of August 10,
2000 (the "First Agreement"); and
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WHEREAS, Borrower requested an increase of the Original Loan to the amount
of $600,000,000.00 (the "Increase;" and together with the Original Loan, the
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"Loan"), and in order to accommodate Borrower's request for the Increase, Toyota
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Credit joined Ford Credit and Chrysler Financial as a Lender under the Loan
pursuant to the terms of that certain Amended and Restated Credit Agreement
dated as of June 20, 2001 (the First Agreement as amended by the Amended and
Restated Credit Agreement is referred to as the "Original Agreement"); and
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WHEREAS, Borrower has requested that Ford Credit agree for a period of
three (3) years, with respect to a certain portion of the Loan, to convert
Borrower's obligation to pay interest to a fixed rate of interest as more
specifically described herein, from the Applicable LIBOR Rate (as defined in the
Original Agreement) (such change in interest obligations is referred to herein
as the "Conversion").
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WHEREAS, Ford Credit has consented to the Conversion, subject to the terms
of this Amendment.
NOW THEREFORE, The parties hereto agree that the Original Agreement is
hereby amended as follows and that effective as of the date of this Amendment,
the terms of the Original Agreement are amended in accordance herewith:
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Original Agreement is hereby amended as follows:
1. Except as modified herein, all capitalized terms shall have the
meanings set forth in the Original Agreement. The amendments contained herein
will be deemed effective as of August 15, 2001.
2. The definition of Applicable LIBOR Rate as set forth in the Original
Agreement is hereby restated in its entirety to read as follows:
"Applicable Rate" means (i) from August 15, 2001 to and including August
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14, 2004, with respect to the lesser of (a) that portion of Ford Credit's
Ratable Share of the aggregate principal amount of all Advances, equal to
$75,000,000.00, and having been advanced as of the earliest dates, and (b)
Ford Credit's Ratable Share of the Advances outstanding from time to time
(either such amount, as the case may be, is referred to as the "Fixed
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Sum"), the rate of seven and twenty three hundredths percent (7.23%) per
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annum (such fixed rate of interest is referred to herein as the "Fixed
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Rate"); and (ii) with respect to all Advances outstanding in excess of the
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Fixed Sum, and with respect to the Fixed Sum from and after August 15,
2004, the LIBOR Rate plus two and fifty hundredths percent (2.50%) per
annum (such variable rate of interest is referred to herein as the
"Variable Rate")."
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3. The following definitions are hereby added to the Original Agreement:
"Breakage Fees" means any and all fees incurred by Lender in connection
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with a prepayment made under the Related Borrowing, it being understood
that if Borrower makes a prepayment pursuant to section 2.2 (A) hereof
which results in Ford Credit's Ratable Share of the principal balance of
the Advances being reduced to less than $75,000,000.00, Ford Credit will
make a prepayment under the Related Borrowing in an amount equal to the
difference between $75,000,000.00 and the Ford Credit's Ratable Share of
the principal balance of the Advances after taking into account such
prepayment."
"Related Borrowing" means Ford Credit's borrowing of $75,000,000.00 from
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investors, which borrowing was made solely for the purpose of acquiring
funds to advance to Borrower at the Fixed Rate pursuant to the terms of
this Agreement."
4. Section 2.1 (A) of the Original Agreement is hereby restated in its
entirety as follows:
(A) Making Advances. Upon satisfaction of the conditions
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precedent set forth in Sections 3.1 and 3.2, from and including the Effective
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Date of this Agreement and prior to the Termination Date, Agent will (on behalf
of each Lender) on the terms and conditions set forth in this Agreement, make
Advances to the Borrower from time to time, in Dollars, in an amount not to
exceed the Revolving Credit Availability at such time; provided, however, at no
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time shall the Revolving Credit Obligations exceed the Commitment at such time.
Subject to the terms of this Agreement, the Borrower may borrow, repay and re-
borrow Advances at any time prior to the Termination Date. The Borrower shall
repay in full the outstanding principal balance of each Advance on or before the
Termination Date. Agent may make Advances (on behalf of each Lender) in
reliance upon the agreement of each Lender to make available to Agent funds
required to perform the accounting as described in the following Section 2.1
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(B), unless all
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Lenders will have jointly decided, as provided for in Section 8.1 hereof, to
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terminate or suspend their obligations to make Advances hereunder. Borrower
acknowledges that with respect to the Fixed Sum, Ford Credit has borrowed
$75,000,000.00 from its investors, in order to facilitate advancing such amount
to Borrower at the Fixed Rate.
5. Section 2.1 (B) (1) (b) of the Original Agreement is hereby restated
in its entirety as follows:
(b) No later than 12:00 noon (Eastern Standard Time) on the first
Business Day following a Payment Date upon which Agent has received
payment in full from Borrower of the amount required pursuant to Section
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2.9 (b)(ii) hereof (each such date being referred to herein as an
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"Interest Reconciliation Date"), Agent will make remittance to each Lender
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(via wire transfer, pursuant to wire transfer instructions provided to
Agent by each Lender in writing from time to time) of each such Lender's
Ratable Share of the Interest Due Lenders (it being understood that with
respect to all Lenders other than Ford Credit, such Interest Due Lenders
will be calculated and remitted at the Variable Rate only and no portion
thereof will be calculated or remitted at the Fixed Rate); provided,
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however that the Administration Fee due to Agent (pursuant to Section 2.13
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hereof) for the month immediately preceding such Interest Reconciliation
Date will be netted out of the Interest Due Lenders and be maintained by
Agent for the benefit of Agent; and
6. Section 2.2 (A) of the Original Agreement is hereby restated in its
entirety as follows:
"2.2 (A) Optional Payments. The Borrower may from time to time repay or
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prepay, all or any part of outstanding Advances; provided, however, that
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(i) the Borrower may not so prepay Advances unless it shall have
provided notice to Agent of such prepayment by 12:00 noon on the
day such payment will be made, and the amount of such prepayment
is not less than $500,000.00; and
(ii) if, prior to August 15, 2004, Borrower prepays the principal
balance of the Advances such that Ford Credit's Ratable Share of
the principal balance of the advances is reduced to less than
$75,000,000.00, then in addition to paying interest on such
amounts being prepaid through the day of prepayment, Borrower
must also pay to Ford Credit the full amount of the Breakage
Fees. The payment of such Breakage Fees must be made at the same
time as the prepayment and in the manner described in Section
2.7 hereof."
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7. All references to "Applicable LIBOR Rate" in Sections 2.4, 2.6, 2.7
and 2.14 of the Original Agreement are hereby amended to read the "Applicable
Rate."
8. Borrower hereby reaffirms each representation and warranty made in
the Original Agreement and represents that no Event of Default or Unmatured
Default exists.
9. The security interest granted by Borrower to Lender under the
Borrower Security Agreement and the terms and conditions of the Borrower
Security Agreement shall apply equally to the indebtedness evidenced by the
Note, and the covenants of the Borrower Security Agreement and the Original
Agreement, as amended by this Amendment shall remain in full force and effect
until the Principal Balance (as defined in the Notes) of each of the Notes and
interest thereon is paid in full and all of the obligations of Borrower to
Lender under the Original Agreement, as amended, and the Notes are fully
performed and observed. Except as otherwise amended in this Amendment, the terms
and conditions of the Agreement shall remain in full force and effect in
accordance with the provisions thereof. Furthermore, Borrower hereby reaffirms
its obligations under the Borrower Guaranty.
IN WITNESS WHEREOF, the Borrower, the Agent and each Lender have executed
this Agreement as of the date first above written.
SONIC AUTOMOTIVE, INC.,
as the Borrower
By: /s/ Theodore M. Wright
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Name: Theodore M. Wright
Title: Vice President
Address:
6415 Idlewild Road
Suite 109
Charlotte, North Carolina 28212
Attention: Theodore M. Wright
Telephone No.: (704) 566-2400
Facsimile No.: (704) 566-6031
[SIGNATURE PAGE TO AMENDMENT]
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FORD MOTOR CREDIT COMPANY,
as Lender, and as Agent
By: /s/ W. J. Beck IV
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Name: W. J. Beck, IV
Title: National Account Manager
Address:
6302 Fairview Road
Suite 500
Charlotte, North Carolina 28210
Attention: Branch Manager
Telephone No.: (704) 442-0371
Facsimile No.: (704) 442-1909
[SIGNATURE PAGE TO AMENDMENT]
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CHRYSLER FINANCIAL COMPANY, LLC,
as Lender
By: /s/ R. D. Knight
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Name: R. D. Knight
Title: Vice President of Credit
Address:
27777 Franklin Road, 18th floor
Southfield, MI 48034-8286
Attention: Michele Nowak
Telephone No.: (248) 948-4860
Facsimile No.: (248) 948-3848
[SIGNATURE PAGE TO AMENDMENT]
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TOYOTA MOTOR CREDIT CORPORATION, as Lender
By: /s/ Tom Brubaker
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Name: Tom Brubaker
Title: National Accounts Development Manager
Address:
19001 South Western Avenue
Torrance, California 90501
Attention: Tom Brubaker
Telephone No.: (310) 468-3756
Facsimile No.: (310) 468-3501
[SIGNATURE PAGE TO AMENDMENT]
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REAFFIRMATION OF GUARANTY
Date: August 15, 2001
The undersigned guarantors (collectively, the "Guarantor") confirms and
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restates Guarantor's liabilities, obligations and agreements under the guaranty
or guaranties by the undersigned of the indebtedness and obligations of SONIC
AUTOMOTIVE, INC., a Delaware corporation, ("Borrower") to the Lenders and the
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Agent, under the Credit Agreement dated as of August 10, 2000, as amended by
that certain Amended and Restated Credit Agreement dated as of June 20, 2001
(the "Agreement"), as amended by the Amendment to Credit Agreement (the
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"Amendment") to which this Reaffirmation of Guaranty is attached, and
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acknowledges and agrees that every right, power and remedy of Lender thereunder
is in full force and effect, including without limitation, such right, powers
and remedies relating to the Agreement, as amended, and the payment of the
indebtedness and the performance of the obligations thereunder. Without
limiting the foregoing, Guarantor intends by execution and delivery of this
Reaffirmation of Guaranty to absolutely, irrevocably and unconditionally
reaffirm Guarantor's guaranty to Lender and Agent of (i) the due and punctual
payment of the indebtedness due and payable under the Agreement, as amended, and
(ii) the performance by Borrower of the obligations under the Agreement.
Guarantor acknowledges and declares that Guarantor has no defense, claim,
charge, plea or set-off whatsoever in law or equity against the Lender, the
Agent, the guaranty or guaranties, the Agreement, the Amendment, or any other
instrument or document executed by Guarantor or Borrower in connection with the
Agreement, or the Amendment. Guarantor waives and releases any and all defenses
which might accrue to Guarantor by the execution of the Amendment.
Guarantor has executed this Reaffirmation of Guaranty 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)
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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.
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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,
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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.,
L DEALERSHIP GROUP, INC.,
WINDWARD, INC.,
AUTOBAHN, INC.,
SONIC - STEVENS CREEK B, INC.,
FAA HOLDING CORP.,
FRANCISCAN MOTORS, INC.,
SANTA CLARA IMPORTED CARS, INC.,
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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
SONIC AUTOMOTIVE SERVICING COMPANY, LLC
SONIC AUTOMOTIVE F & I, LLC
SONIC - RIVERSIDE AUTO FACTORY, INC.
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TRANSCAR LEASING, INC.
SONIC AUTOMOTIVE - 2490 SOUTH LEE
HIGHWAY, L.L.C.
FAA CAPITOL F, INC.,
SONIC - LAS VEGAS C EAST, LLC,
SONIC - LAS VEGAS C WEST, LLC,
SONIC - CAPITOL CHEVROLET, INC.
SONIC - LAS VEGAS C EAST, LLC
SONIC DEVELOPMENT, LLC
[Remainder of page intentionally left blank]
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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.
SONIC-FORT WORTH T, L.P.,
PHILPOTT MOTORS, LTD.
SONIC - RICHARDSON F, L.P.
SONIC - CARROLLTON V, L.P.
SONIC - HOUSTON V, L.P.
By: Sonic of Texas, Inc., a Texas
corporation, as General Partner
By: /s/ Theodore M. Wright (SEAL)
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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)
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Name: Theodore M. Wright
Title: Vice President
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