CREDIT AGREEMENT Dated as of November 22, 2019 among SONIC AUTOMOTIVE, INC., PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE OTHER LENDERS PARTY HERETO and PNC CAPITAL MARKETS LLC, as Sole Lead Arranger and Sole BookrunnerCredit Agreement • February 21st, 2020 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 22, 2019, among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.
FORM OF NOTESonic Automotive Inc • February 21st, 2020 • Retail-auto dealers & gasoline stations
FOR VALUE RECEIVED, the undersigned (the “Company”) hereby promises to pay to __________________ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Company under that certain Credit Agreement, dated as of November 22, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Company, the Lenders from time to time party thereto and PNC Bank, National Association, as Administrative Agent.
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • February 21st, 2020 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of November 22, 2019, is made by EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT WHICH IDENTIFIES SUCH PERSON THEREIN AS A “GUARANTOR” (each a “Guarantor” and collectively the “Guarantors”) to PNC BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for each of the Lenders now or hereafter party to the Credit Agreement defined below. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
