FIFTH AMENDED, RESTATED AND CONSOLIDATED CREDIT AGREEMENT among SONIC AUTOMOTIVE, INC., CERTAIN OF THE COMPANY’S SUBSIDIARIES, as New Vehicle Borrowers, CERTAIN OF THE COMPANY’S SUBSIDIARIES, as Used Vehicle Borrowers, BANK OF AMERICA, N.A., as...Credit Agreement • April 20th, 2021 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
This FIFTH AMENDED, RESTATED AND CONSOLIDATED CREDIT AGREEMENT (“Agreement”) is entered into as of April 14, 2021, among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company” and a “Used Vehicle Borrower”), certain Subsidiaries of the Company party hereto pursuant to Section 2.24 (each a “New Vehicle Borrower”), certain Subsidiaries of the Company party hereto pursuant to Section 2.25 (each a “Used Vehicle Borrower” and together with the Company and the New Vehicle Borrowers, the “Borrowers” and each individually a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender and Used Vehicle Swing Line Lender and an L/C Issuer.
FIFTH AMENDED, RESTATED AND CONSOLIDATED SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • April 20th, 2021 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS FIFTH AMENDED, RESTATED AND CONSOLIDATED SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of April 14, 2021, 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 BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, as administrative agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter party to the Credit Agreement defined below (collectively with the Administrative Agent, and certain other Persons parties to Related Swap Contracts and Secured Treasury Management Arrangements as more particularly described in Section 19 hereof, the “Secured Parties”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Cre
FIFTH AMENDED AND RESTATED SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • April 20th, 2021 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS FIFTH AMENDED AND RESTATED SECURITIES PLEDGE AGREEMENT (this “Pledge Agreement”) is made and entered into as of April 14, 2021 by SONIC AUTOMOTIVE, INC., a Delaware corporation (a “Company” and a “Pledgor”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT WHICH IDENTIFIES SUCH PERSON AS A “PLEDGOR” (each a “Pledgor” and collectively with the Company, the “Pledgors”), BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter party to the Credit Agreement defined below (collectively with the Administrative Agent, and certain other Persons parties to Related Swap Contracts and Secured Cash Management Arrangements as more particularly described in Section 17 hereof, the “Secured Parties”). All capitalized terms used but not otherwise defined herein or pursuant to Sectio
FORM OF NOTESonic Automotive Inc • April 20th, 2021 • Retail-auto dealers & gasoline stations • North Carolina
FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively the “Borrowers”) hereby promises, jointly and severally, to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Company under the Credit Agreement, the principal amount of each New Vehicle Floorplan Loan from time to time made by the Lender to any New Vehicle Borrower under the Credit Agreement, and the principal amount of each Used Vehicle Floorplan Loan from time to time made by the Lender to any Used Vehicle Borrower under that certain Fifth Amended, Restated and Consolidated Credit Agreement, dated as of April 14, 2021 (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 Sonic Automo
FIFTH AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • April 20th, 2021 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS FIFTH AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) is made and entered into as of April 14, 2021 by and among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company” and a “Grantor”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY IDENTIFIED ON THE SIGNATURE PAGES HERETO AS A “SUBSIDIARY GRANTOR” AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT WHICH IDENTIFIES SUCH PERSON AS A “SUBSIDIARY GRANTOR” (each a “Subsidiary Guarantor” and a “Subsidiary Grantor”, and collectively with the Company, the “Grantors” and each a “Grantor”), BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter party to the Credit Agreement defined below (collectively with the Administrative Agent, and certain other Persons parties to Related Swap Contracts and Secured Cash Management Arrangements as more parti
FOURTH AMENDED AND RESTATED COMPANY GUARANTY AGREEMENTCompany Guaranty Agreement • April 20th, 2021 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS FOURTH AMENDED AND RESTATED COMPANY GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of April 14, 2021, is made by SONIC AUTOMOTIVE, INC. (the “Guarantor” or the “Company”) to BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, as administrative agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter party to the Credit Agreement defined below (collectively with the Administrative Agent, and certain other Persons parties to Related Swap Contracts and Secured Treasury Management Arrangements as more particularly described in Section 19 hereof, the “Secured Parties”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
FIFTH AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENTEscrow and Security Agreement • April 20th, 2021 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS FIFTH AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of April 14, 2021 among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company” and a “Grantor”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT WHICH IDENTIFIES SUCH PERSON AS A “GRANTOR” UNDER THIS AGREEMENT (each a “Grantor”, and collectively with the Company, the “Grantors”), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter party to the Credit Agreement defined below (collectively with the Administrative Agent, and certain other Persons parties to Related Swap Contracts and Secured Cash Management Arrangements as more particularly described in Section 4.17 hereof, the “Secured Parties”). All capitalized terms used but not otherwise defined
