SIXTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 13, 2024 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,...Credit Agreement • March 19th, 2024 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 13, 2024, 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 AND RESTATED COMPANY GUARANTY AGREEMENTCompany Guaranty Agreement • March 19th, 2024 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS FIFTH AMENDED AND RESTATED COMPANY GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of March 13, 2024, 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.
SIXTH AMENDED AND RESTATED SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • March 19th, 2024 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS SIXTH AMENDED AND RESTATED SECURITIES PLEDGE AGREEMENT (this “Pledge Agreement”) is made and entered into as of March 13, 2024 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”), to 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 Sec
SIXTH AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 19th, 2024 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS SIXTH AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) is made and entered into as of March 13, 2024 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”), 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 p
SIXTH AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENTEscrow and Security Agreement • March 19th, 2024 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS SIXTH AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of March 13, 2024 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
SIXTH AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • March 19th, 2024 • Sonic Automotive Inc • Retail-auto dealers & gasoline stations • North Carolina
THIS SIXTH AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of March 13, 2024, 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 Credit Agreement.
