Exhibit 10.8
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 COMERICA BANK 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.
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CAPITOL
CHEVROLET AND IMPORTS, INC.
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FAA AUTO
FACTORY, INC.
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FAA BEVERLY
HILLS, INC.
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FAA CAPITOL
N, INC.
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FAA CONCORD
H, INC.
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FAA CONCORD
T, INC.
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FAA DUBLIN
N, INC.
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FAA DUBLIN
VWD, INC.
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FAA LAS
VEGAS H, INC.
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FAA POWAY T,
INC.
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FAA SAN
BRUNO, INC.
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FAA SANTA
MONICA V, INC.
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FAA
SERRAMONTE, INC.
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FAA
SERRAMONTE H, INC.
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FAA
SERRAMONTE L, INC.
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FAA STEVENS
CREEK, INC.
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FORT MYERS
COLLISION CENTER, LLC
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FRANCISCAN
MOTORS, INC.
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KRAMER
MOTORS INCORPORATED
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MARCUS DAVID
CORPORATION
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MOUNTAIN
STATES MOTORS CO., INC.
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ONTARIO L,
LLC
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PHILPOTT
MOTORS, LTD.
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RIVERSIDE
NISSAN, INC.
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SANTA
CLARA
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