Common use of Bridge Financing Clause in Contracts

Bridge Financing. (a) In consideration of the issuance by Sonic Financial Corporation and/or O. ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the "Guarantor") of one or more guaranties ---------- (the "Guaranty") of the Company's indebtedness to Ford Motor Credit or other --------- financing institutions of approximately $107,000,000 to enable the Company to complete the Pending Acquisitions which were pending on August 25, 1999, the Company in the Merger Agreement granted, and does hereby in this Agreement confirm its grant, to the Parent an option (the "Option") to purchase up to all ------- of the dealership properties included in such Pending Acquisitions, including, without limitation, the ▇▇▇▇▇ Group acquisition which closed effective September 30, 1999 (the "Dealership Properties"), on the following terms, in the event ---------------------- that this Agreement is terminated prior to the Closing: (i) The Option shall be exercisable for a period of sixty (60) days (the "Option Period") commencing on the ninety-first (91st) day after the --------------- date of such termination of this Agreement, unless the Company shall, during the ninety (90) day period after such termination, have caused a complete release and discharge of the Guarantor from the Guaranty. The Company hereby agrees to use its best reasonable efforts to obtain such release and discharge. (ii) (The Option shall be exercisable from time to time during the Option Period with respect to any or all of the Dealership Properties; provided, however, with respect to any distinct dealership group (for example, -------- ------- the ▇▇▇▇▇ Group), the Option, if exercised, must be exercised as to all Dealership Properties within that group. (iii) The Option may be assigned by the Parent to any Person. (iv) The exercise price for the Option will be the price (including directly related transactions expenses) at which the Dealership Property was purchased by the Company (the "Exercise Price"). --------------- (v) With respect to any exercise of the Option during the Option Period, the period during which the Parent will have to close the purchase (the "Closing Period") will begin on the date of exercise and will end one hundred ---------------- twenty (120) days after the end of the Option Period. The purchase will be made pursuant to purchase documentation substantially equivalent including as to form, representations and warranties and indemnification obligations of the agreements pursuant to which such Dealership Properties were purchased by the Company. The parties will negotiate in good faith and will reasonably cooperate with each other to finalize the purchase documentation and close the purchase within the Closing Period. (vi) The entire proceeds of the Exercise Price with respect to any particular Dealership Property shall be applied toward the prepayment of the indebtedness secured by the Guaranty or the reimbursement of the Guarantor to the extent of any amount paid by the Guarantor pursuant to the Guaranty. In the event that the Company shall sell any of the Dealership Properties at any time, the proceeds of the sale shall also be applied to reduce the indebtedness secured by the Guaranty. (vii) Notwithstanding the last sentence of Section 5.10(a)(vi) above, during the Option Period, the Company will not sell or otherwise dispose of, or attempt in any way to sell or otherwise dispose of, any of the Dealership Properties. (viii) Notwithstanding the expiration of Option Period or the Closing Period with respect to any particular exercise under the Option, in the event that the Guarantor is required to pay any amount under the Guaranty, the Option shall be reinstated on the terms of this Section 5.10, except that there shall be no limitations on the duration of the Option Period or on any Closing Period. Notwithstanding the foregoing, the Company may terminate such reinstated Option prior to the exercise thereof by the Parent by (i) reimbursing the Guarantor in full for all amounts paid by it under the Guaranty, together with interest thereon at the rate of 12% per annum, and (ii) obtaining a complete release and discharge of the Guarantor from the Guaranty. (ix) The Guarantor shall be paid a fee for issuance of the Guaranty in an amount equal to twenty-five basis points (.0025) of the principal amount of indebtedness guaranteed. Such fee will be paid at the time of the first draw down under the bridge facility. (x) The provisions of this Section 5.10 shall survive the termination of this Agreement. (b) The rights of the parties under this Section 5.10 are subordinate to the rights of the Manufacturers.

Bridge Financing. (a) In consideration of the issuance by Sonic Financial Corporation and/or O. ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the "Guarantor") of one or more guaranties ---------- (the "Guaranty") of the Company's indebtedness to Ford Motor Credit or other --------- financing institutions of approximately $107,000,000 to enable the Company to complete the Pending Acquisitions which were pending on August 25, 1999, the Company in the Merger Agreement granted, and does hereby in this Agreement confirm its grant, to the Parent an option (the "Option") to purchase up to all ------- of the dealership properties included in such Pending Acquisitions, including, without limitation, the ▇▇▇▇▇ Group acquisition which closed effective September 30, 1999 (the "Dealership Properties"), on the following terms, in the event ---------------------- that this Agreement is terminated prior to the Closing: (i) The Option shall be exercisable for a period of sixty (60) days (the "Option Period") commencing on the ninety-first (91st) day after the --------------- date of such termination of this Agreement, unless the Company shall, during the ninety (90) day period after such termination, have caused a complete release and discharge of the Guarantor from the Guaranty. The Company hereby agrees to use its best reasonable efforts to obtain such release and discharge. (ii) (The Option shall be exercisable from time to time during the Option Period with respect to any or all of the Dealership Properties; provided, however, with respect to any distinct dealership group (for example, -------- ------- the ▇▇▇▇▇ Group), the Option, if exercised, must be exercised as to all Dealership Properties within that group. (iii) The Option may be assigned by the Parent to any Person. (iv) The exercise price for the Option will be the price (including directly related transactions expenses) at which the Dealership Property was purchased by the Company (the "Exercise Price"). ---------------. (v) With respect to any exercise of the Option during the Option Period, the period during which the Parent will have to close the purchase (the "Closing Period") will begin on the date of exercise and will end one hundred ---------------- twenty (120) days after the end of the Option Period. The purchase will be made pursuant to purchase documentation substantially equivalent including as to form, representations and warranties and indemnification obligations of the agreements pursuant to which such Dealership Properties were purchased by the Company. The parties will negotiate in good faith and will reasonably cooperate with each other to finalize the purchase documentation and close the purchase within the Closing Period. (vi) The entire proceeds of the Exercise Price with respect to any particular Dealership Property shall be applied toward the prepayment of the indebtedness secured by the Guaranty or the reimbursement of the Guarantor to the extent of any amount paid by the Guarantor pursuant to the Guaranty. In the event that the Company shall sell any of the Dealership Properties at any time, the proceeds of the sale shall also be applied to reduce the indebtedness secured by the Guaranty. (vii) Notwithstanding the last sentence of Section 5.10(a)(vi) above, during the Option Period, the Company will not sell or otherwise dispose of, or attempt in any way to sell or otherwise dispose of, any of the Dealership Properties. (viii) Notwithstanding the expiration of Option Period or the Closing Period with respect to any particular exercise under the Option, in the event that the Guarantor is required to pay any amount under the Guaranty, the Option shall be reinstated on the terms of this Section 5.10, except that there shall be no limitations on the duration of the Option Period or on any Closing Period. Notwithstanding the foregoing, the Company may terminate such reinstated Option prior to the exercise thereof by the Parent by (i) reimbursing the Guarantor in full for all amounts paid by it under the Guaranty, together with interest thereon at the rate of 12% per annum, and (ii) obtaining a complete release and discharge of the Guarantor from the Guaranty. (ix) The Guarantor shall be paid a fee for issuance of the Guaranty in an amount equal to twenty-five basis points (.0025) of the principal amount of indebtedness guaranteed. Such fee will be paid at the time of the first draw down under the bridge facility. (x) The provisions of this Section 5.10 shall survive the termination of this Agreement. (b) The rights of the parties under this Section 5.10 are subordinate to the rights of the Manufacturers.