AMENDMENT NO. 6 TO CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 6 TO CREDIT AGREEMENT

     This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “ Amendment ”) dated as of September 11, 2009 is made by and among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “ Company ”), CERTAIN SUBSIDIARIES OF THE COMPANY party to the Credit Agreement (as defined below) pursuant to Section 2.24 of the Credit Agreement (each a “ New Vehicle Borrower ” and together with the Company, the “ Borrowers ” and each individually a “ Borrower ”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“ Bank of America ”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement referred to below) (in such capacity, the “ Administrative Agent ”), and as Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, those existing Lenders under such Credit Agreement party hereto, and each of the Guarantors (as defined in the Credit Agreement) signatory hereto.

W I T N E S S E T H:

      WHEREAS , the Company, the New Vehicle Borrowers, Bank of America, as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, and the Lenders have entered into that certain Credit Agreement dated as of February 17, 2006, as amended by (i) that certain Amendment No. 1 to Credit Agreement and Security Agreement dated as of May 25, 2006, (ii) that certain Amendment No. 2 to Credit Agreement and Security Agreement dated as of April 24, 2007, (iii) that certain Amendment No. 3 to Credit Agreement dated as of June 3, 2008, (iv) that certain (A) Limited Short-Term Amendment to Credit Agreement until May 4, 2009 and (B) Amendment No. 4 to Credit Agreement and Consolidated Amendment to Other Loan Documents dated as of March 31, 2009 and (v) that certain Amendment No. 5 to Credit Agreement dated as of May 4, 2009 (as hereby amended and as from time to time further amended, modified, supplemented, restated, or amended and restated, the “ Credit Agreement ”; capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders (a) have made available to the Company (i) the Revolving Credit Facility, including a letter of credit facility and a revolving swing line facility, and (ii) the Used Vehicle Floorplan Facility, including a used vehicle floorplan swing line facility, and (b) have made available to the Borrowers the New Vehicle Floorplan Facility, including a new vehicle floorplan swing line facility; and

      WHEREAS , the Company has entered into the Company Guaranty pursuant to which it has guaranteed the payment and performance of the obligations of the New Vehicle Borrowers under the Credit Agreement and the other Loan Documents; and

      WHEREAS , each of the other Guarantors has entered into a Subsidiary Guaranty pursuant to which it has guaranteed (subject to certain limitations set forth therein with respect to the Guarantors that are Silo Subsidiaries) the payment and performance of the obligations of each Borrower under the Credit Agreement and the other Loan Documents; and

      WHEREAS , the Company and the respective Loan Parties that are parties thereto have entered into the Security Agreement, the Pledge Agreement and other Security Instruments, securing the Obligations under the Credit Agreement and other Loan Documents; and

      WHEREAS , the Company has advised the Administrative Agent and the Lenders that it desires to amend certain provisions of the Credit Agreement to, among other things, (i) amend the definition of “Permitted Indenture Refinancing Indebtedness” and clarify certain covenants in connection with a refinancing of the 2002-4.25% Indenture Indebtedness, (ii) clarify the definition of “Net Cash Proceeds” and (iii) make certain typographical corrections, in each case as more particularly set forth below, and the Administrative Agent and the Lenders signatory hereto are willing to effect such amendments on the terms and conditions contained in this Amendment;

      NOW, THEREFORE , in consideration of the premises and further valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.  Amendments to Credit Agreement . Subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows:

     (a) The definition of “ Collateral ” in Section 1.01 of the Credit Agreement is amended by adding the following sentence at the end of the definition”

Notwithstanding the foregoing, during the period on or prior to December 31, 2009, “Collateral” shall not include cash proceeds of (A) the Special 2002 4.25% Refinancing Indebtedness or (B) the issuance of Class A Common Stock of the Company in accordance with Section 7.16(a)(ii)(C) ; provided , however , that, commencing on January 1, 2010, such cash proceeds shall immediately and automatically be deemed to be included in “Collateral.”

     (b) The definition of “ Net Cash Proceeds ” in Section 1.01 of the Credit Agreement is amended so that, as amended, the definition shall read as follows:

     “ Net Cash Proceeds ” means, with respect to any Disposition by any Loan Party or any of its Subsidiaries, the excess, if any, of:

     (i) the sum of cash and cash equivalents received in connection with such transaction (including any cash or cash equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over

     (ii) the sum of

     (A) (1) with respect to any Disposition occurring on or before May 4, 2009, the principal amount of any purchase money Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), and (2)

commencing on May 7, 2009, with respect to any Disposition occurring on or after May 5, 2009, any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (including any New Vehicle Floorplan Loans or Used Vehicle Floorplan Loans required to be repaid in connection therewith but excluding any Indebtedness under the Revolving Credit Facility and 2009 Indenture Indebtedness), and (in the case of clause (2)) any net obligations of such Person under any Swap Contract that relates to such Indebtedness and is also required by the terms of such Swap Contract to be repaid,

     (B) the reasonable and customary out-of-pocket expenses incurred by such Loan Party or such Subsidiary in connection with such transaction and

     (C) income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds.

     (c) The definition of “ Permitted Indenture Refinancing Indebtedness ” in Section 1.01 of the Credit Agreement is amended so that, as amended, the definition shall read as follows:

     “ Permitted Indenture Refinancing Indebtedness ” means any refinancings, replacements, refundings, renewals or extensions of the 2009 Indenture Indebtedness, the 2002-4.25% Indenture Indebtedness, the 2003 Indenture Indebtedness or any Permitted Indenture Refinancing Indebtedness, provided , that (i) the amount of such Indebtedness is not increased at the time of such refinancing, replacement, refunding, renewal or extension (such refinancing, replacement, refunding, renewal or extension being referred to hereafter as the “ Applicable Refinancing ”), except for a Temporary 2002-4.25% Indebtedness Increase that does not exceed $175,000,000 in the aggregate and does not continue beyond December 31, 2009, and (ii) such Indebtedness, after giving effect to the Applicable Refinancing, (A) (subject to the sentence below regarding the Special 2002-4.25% Refinancing Indebtedness) is not secured by any property other than property that secured such Indebtedness prior to the Applicable Refinancing, (B) does not have any obligor or guarantor other than the obligors or guarantors of such Indebtedness prior to the Applicable Refinancing, provided that any refinancing, replacement, refunding, renewal or extension of the 2002-4.25% Indenture Indebtedness (or of any Permitted Indenture Refinancing Indebtedness with respect to the 2002-4.25% Indenture Indebtedness) may be guaranteed by the Loan Parties upon terms that are no more restrictive to such Loan Parties than the guaranty provisions contained in the 2009 Indenture Indebtedness, (C) other than with respect to any refinancing, replacement, refunding, renewal or extension of the 2009 Indenture Indebtedness or the 2002-4.25% Indenture Indebtedness (or of any Permitted Indenture Refinancing

Indebtedness with respect to the 2009 Indenture Indebtedness or the 2002-4.25% Indenture Indebtedness), is subordinated to payment of the Obligations on terms that are no less favorable to the Lenders and the other Secured Parties in any respect than the subordination provisions contained in the applicable Indebtedness prior to the Applicable Refinancing, provided that the holders of any Indebtedness arising from the Applicable Refinancing of the 2009 Indenture Indebtedness (or of any Permitted Indenture Refinancing Indebtedness with respect thereto) enter into an intercreditor agreement with the Administrative Agent that is at least as favorable to the Administrative Agent and the Secured Parties as the 2009 Indenture Notes Intercreditor Agreement (except that (1) no such intercreditor agreement shall be required in the case of the Special 2002-4.25% Refinancing Indebtedness or any Permitted Indenture Refinancing Indebtedness with respect thereto, and (2) nothing contained in this clause (C) shall suggest that any Applicable Refinancing of the 2002-4.25% Indenture Indebtedness (or of any Permitted Indenture Refinancing Indebtedness with respect thereto) may be secured), (D) is subordinated in rights to collateral on terms that are no less favorable to the Lenders and the other Secured Parties in any respect than the collateral subordination provisions, if any, contained in the applicable Indebtedness prior to the Applicable Refinancing, (E) does not have a maturity, and does not require any principal payments, earlier than two (2) years following the Maturity Date, and (F) has terms that are no more restrictive than the terms of the Loan Documents; and provided further that, after giving effect to the issuance of such Indebtedness, no Event of Default shall have occurred and be continuing or would occur as a result thereof. Notwithstanding clause (ii)(C) above, the Borrower may incur, on one occasion only, prior to December 31, 2009, Permitted Indenture Refinancing Indebtedness the proceeds of which will be used by the Borrower to refinance, replace, refund, renew or extend certain 2009 Indenture Indebtedness and 2002-4.25% Indenture Indebtedness (such Permitted Indenture Refinancing Indebtedness being referred to as the “ Special 2002-4.25% Refinancing Indebtedness ”), without requiring the holders of such Indebtedness to deliver an intercreditor agreement, provided that (x) the aggregate principal amount of the Special 2002-4.25% Indenture Indebtedness is not greater than $175,000,000, (y) the Special 2002-4.25% Indenture Indebtedness (and any Permitted Indenture Refinancing Indebtedness with respect thereto) is unsecured, and (z) the Special 2002-4.25% Indenture Indebtedness satisfies the requirements of clause (i) and clauses (ii)(B), (D), (E) and (F) above, and any other requirements (other than clause (ii)(C)) of the definition of “Permitted Indenture Refinancing Indebtedness.”

     (d) The following definition of “ Special 2002-4.25% Refinancing Indebtedness ” is added to Section 1.01 of the Credit Agreement, in the appropriate alphabetical order:

     “ Special 2002-4.25% Refinancing Indebtedness ” has the meaning specified within the text of the definition of “Permitted Indenture Refinancing Indebtedness.”

     (e) The following definition of “ Temporary 2002-4.25% Excess Cash ” is added to Section 1.01 of the Credit Agreement, in the appropriate alphabetical order:

     “ Temporary 2002-4.25% Excess Cash ” means cash proceeds received by the Company from the issuance of Class A Common Stock of the Company in accordance with Section 7.16(a)(ii)(C) or the issuance of Special 2002-4.25% Refinancing Indebtedness, which cash (as set forth in a notice delivered by the Company to the Administrative Agent) is intended by the Company to be applied to the prepayment or purchase (whether by open market purchase or pursuant to a tender offer) of the 2002-4.25% Indenture Notes or the 2009 Indenture Notes, but has not yet been so applied solely because the Company has not completed such prepayment or repurchase.

     (f) The following definition of “ Temporary 2002-4.25% Indebtedness Increase ” is added to Section 1.01 of the Credit Agreement, in the appropriate alphabetical order:

     “ Temporary 2002-4.25% Indebtedness Increase ” means the circumstance that, during the period from the incurrence of the Special 2002-4.25% Refinancing Indebtedness to refinance, replace, refund, renew or extend the 2002-4.25% Indenture Indebtedness or the 2009 Indenture Indebtedness and the date of the actual refinancing, replacement, refunding, renewal or extension of the 2002-4.25% Indenture Indebtedness or 2009 Indenture Indebtedness (the “ Indebtedness Increase Period ”), the aggregate of the outstanding amounts of the Special 2002-4.25% Refinancing Indebtedness, the 2002-4.25% Indenture Indebtedness and the 2009 Indenture Indebtedness may exceed the aggregate of the outstanding amounts of the 2002-4.25% Indenture Indebtedness and the 2009 Indenture Indebtedness immediately prior to the incurrence of the Special 2002-4.25% Refinancing Indebtedness solely because the Company has not yet been able to complete any prepayment or purchase (whether by open market purchase or pursuant to a tender offer) of the 2002-4.25% Indenture Indebtedness or the 2009 Indenture Indebtedness; provided that (a) in no event shall the aggregate amount of the Temporary 2002-4.25% Indebtedness Increase exceed $175,000,000 and (b) in no event shall the Indebtedness Increase Period (or the existence of such Temporary 2002-4.25% Indebtedness Increase) continue beyond December 31, 2009.

     (g) The definition of “ 2002-4.25% Indenture Indebtedness ” in Section 1.01 of the Credit Agreement is amended by inserting the phrase “or replaced” immediately after the phrase “are refinanced”.

     (h) The definition of “ 2002-4.25% Indenture Notes Restructure ” in Section 1.01 of the Credit Agreement is amended so that, as amended, the definition shall read as follows:

     “ 2002-4.25% Indenture Notes Restructure ” means the restructuring or replacement of the 2002-4.25% Notes upon the following terms and conditions: (i) the outstanding balance of the Indebtedness evidenced by the 2002-4.25%

Indenture Notes immediately prior to such refinancing or replacement is not increased, except for a Temporary 2002-4.25% Indebtedness Increase that does not exceed $175,000,000 and does not continue beyond December 31, 2009, (ii) the maturity of the 2002-4.25% Indenture Notes (as refinanced or replaced) is not shorter than the maturity of the 2002-4.25% Indenture Notes immediately prior to such refinancing or replacement, and no principal payments or repurchases of the 2002-4.25% Indenture Notes (as refinanced or replaced) are required to be made any earlier than they would have been made under the terms of the 2002-4.25% Indenture Notes prior to such refinancing or replacement, (iii) the 2002-4.25% Indenture Notes (as refinanced or replaced) are unsecured, and (iv) the Company complies with the limit on aggregate interest payments payable with the respect to the 2009 Indenture Notes and the 2002-4.25% Indenture Notes (including such 2009 Indenture Notes or 2002-4.25% Indenture Notes, as refinanced or replaced, as permitted hereby) contained in Section 7.16 . The refinancing or replacement of the 2002-4.25% Indenture Notes may include the elimination of their subordination in payment priority and may be accomplished by the incurrence of the Special 2002-4.25% Refinancing Indebtedness.

     (i)  Section 6.20 of the Credit Agreement is amended by adding the following new subsection (c) at the end of that Section:

     (c) Notwithstanding the foregoing, if (i) the Company establishes a new Deposit Account that contains only cash proceeds of (A) Permitted Indenture Refinancing Indebtedness with respect to the 2002-4.25% Indenture Notes or the 2009 Indenture Notes or (B) the issuance of Class A Common Stock of the Company in accordance with Section 7.16(a)(ii)(C) , and (ii) the Company intends to use such proceeds solely to make prepayments or purchases (whether by open market purchase or pursuant to a tender offer) of the 2002-4.25% Indenture Notes or the 2009 Indenture Notes, then the Company shall not be required to deliver a new deposit account control agreement for such Deposit Account (or to add such Deposit Account to any schedule under any existing deposit account control agreement), in each case unless any cash remains in such account after December 31, 2009.

     (j) The following Section 6.21 is hereby added to the Credit Agreement in t