Exhibit 10.4
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PROMISSORY NOTE
(Acquisition/Revolving Line of Credit)
(LIBOR Rate)
$100,000,000.00 Charlotte, North Carolina
June 20, 2001
FOR VALUE RECEIVED, SONIC AUTOMOTIVE, INC., a Delaware corporation
("Borrower"), whose address is 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx
Xxxxxxxx 00000, promises to pay to TOYOTA MOTOR CREDIT CORPORATION, a California
corporation, ("Lender"), or order, at 00000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxx 00000 or at such other place as Lender may from time to time in
writing designate, in lawful money of the United States of America, the
principal sum of ONE HUNDRED MILLION AND 00/100 DOLLARS ($100,000,000.00), or so
much thereof as may be advanced from time to time, together with interest,
adjusted monthly, on the principal balance outstanding from time to time (the
"Principal Balance"), in like money, from the date of this Promissory Note (this
"Note"), to and including the Termination Date, at the rate of two and fifty
hundredths percent (2.50%) per annum above the LIBOR Rate (as defined in the
Agreement) in effect from time to time (the "Applicable LIBOR Rate"):
Capitalized terms used herein and not otherwise defined herein shall
have the meaning given to such terms in the Amended and Restated Credit
Agreement dated as of even date herewith, among Borrower, the Lender and certain
other lender parties thereto, and Ford Motor Credit Company, a Delaware
corporation, as Agent for all lender parties (the "Agreement").
Xxxxxxxx promises to pay interest on the unpaid principal balance
outstanding until such principal amount is paid in full, at the Applicable LIBOR
Rate, and payable at such times as are specified in the Agreement.
Both principal and interest are payable in lawful money of the United
States of America to the Agent under the Agreement, in same day funds. Each
Advance owing to the Lender by the Borrower, and all payments made on account of
principal thereof, shall be recorded by the Lender and, prior to any transfer
hereof, endorsed on the grid attached hereto, which is part of this Note;
provided, however, that the failure of the Lender to make any such recordation
or endorsement will not affect the Obligations of the Borrower under this Note.
This Note is one of the Notes referred to in, and is entitled to the
benefits of, the Agreement. The Agreement, among other things, (i) provides for
the making of Advances by the Lender to or for the benefit of the Borrower from
time to time in an aggregate amount not to exceed at any time outstanding the
U.S. dollar amount first above mentioned, the indebtedness of the Borrower
resulting from each such Advance being evidenced by this Note, and (ii) contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayments on account of principal hereof prior to
the maturity hereof upon the terms and conditions therein specified. The
Obligations of Borrower under this Note and the
Loan Documents, and the obligations of the Dealership Guarantors and any other
parties to the loan are secured by the Collateral as provided in the Loan
Documents.
In no circumstance may the aggregate principal amount of all Advances
(as defined in the Agreement) outstanding under the Notes (as defined in the
Agreement) exceed the aggregate amount of all Lender's Commitments (as more
specifically set forth in the Agreement.
IN WITNESS WHEREOF, Xxxxxxxx, intending to be legally bound hereby, has
duly executed this Note under seal, the day and year first above written.
SONIC AUTOMOTIVE, INC.,
a Delaware corporation
By: /s/ XXXXXXXX X. XXXXXX (SEAL)
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Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
[SIGNATURE PAGE TO PROMISSORY NOTE]
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