Exhibit 10.3
NOTE
February 17, 2006
FOR VALUE RECEIVED, each of the
undersigned (each a “ Borrower ” and
collectively the “ Borrowers ”) hereby promises,
jointly and severally, to pay to BANK OF AMERICA, N.A. 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 Sonic Automotive, Inc. (the
“ Company ”) under the Credit Agreement, the
principal amount of each New Vehicle Floorplan Loan from time to
time made by the Lender to the Company or 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 the
Company under that certain Credit Agreement, dated as of
February 17, 2006 (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,
certain Subsidiaries of the Company from time to time party
thereto, the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, L/C Issuer, Revolving Swing
Line Lender, New Vehicle Swing Line Lender, and Used Vehicle Swing
Line Lender.
Each Borrower promises, jointly and
severally, to pay interest on the unpaid principal amount of each
Loan from the date of such Revolving Loan, New Vehicle Floorplan
Loan or Used Vehicle Floorplan Loan until such principal amount is
paid in full, at such interest rates and at such times as provided
in the Credit Agreement. Except as otherwise provided in
Section 2.04(f) of the Credit Agreement with respect to
Revolving Swing Line Loans, Section 2.08(h) with
respect to New Vehicle Floorplan Swing Line Loans, and
Section 2.13(f) with respect to Used Vehicle Floorplan
Swing Line Loans, all payments of principal and interest shall be
made to the Administrative Agent for the account of the Lender in
Dollars in immediately available funds at the Administrative
Agent’s Office. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon
demand, from the due date thereof until the date of actual payment
(and before as well as after judgment) computed at the per annum
rate set forth in the Credit Agreement.
This Note is one of the Notes
referred to in the Credit Agreement, is entitled to the benefits
thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein. This Note is also entitled to the
benefits of the Guaranties and is secured by the Collateral. Upon
the occurrence and continuation of one or more of the Events of
Default specified in the Credit Agreement, all amounts then
remaining unpaid on this Note shall (if required by the Credit
Agreement) become, or may be declared to be, immediately due and
payable all as provided in the Credit Agreement. Revolving Loans,
New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans made
by the Lender shall be evidenced by one or more loan accounts or
records maintained by the Lender in the ordinary course of
business. The Lender may also attach schedules to this Note and
endorse thereon the date, amount and maturity of its Revolving
Loans, New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans
and payments with respect thereto.
Each Borrower, for itself, its
successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and
non-payment of this Note.
THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH
CAROLINA.
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SONIC
AUTOMOTIVE, INC.
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By:
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/s/ Greg Young
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Name:
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Greg Young
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Title:
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Vice President/Chief Accounting
Officer
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AVALON FORD, INC.
CAPITOL CHEVROLET AND IMPORTS,
INC.
FAA AUTO FACTORY,
INC.
FAA BEVERLY HILLS,
INC.
FAA CAPITOL N,
INC.
FAA CONCORD H,
INC.
FAA CONCORD T,
INC.
FAA DUBLIN N, INC.
FAA DUBLIN VWD,
INC.
FAA LAS VEGAS H,
INC.
FAA POWAY T, INC.
FAA SAN BRUNO,
INC.
FAA SANTA MONICA V,
INC.
FAA SERRAMONTE,
INC.
FAA SERRAMONTE H,
INC.
FAA SERRAMONTE L,
INC.
FAA STEVENS CREEK,
INC.
FORT MYERS COLLISION CENTER,
LLC
FRANCISCAN MOTORS,
INC.
KRAMER MOTORS
INCORPORATED
MARCUS DAVID
CORPORATION
MOUNTAIN STATES MOTORS CO.,
INC.
ONTARIO L, LLC
PHILPOTT MOTORS,
LTD.
RIVERSIDE NISS
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