Exhibit 10.1

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of April 19, 2012 (the “Agreement Date”) and effective as of March 31, 2012 (the “Effective Date”) is made by and among SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), 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 Swing Line Lender and L/C Issuer and each of the Loan Parties (as defined in the Credit Agreement) signatory hereto.

W I T N E S S E T H:

WHEREAS, the Company, the Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association, as an L/C Issuer, and the lender parties thereto have entered into that certain Second Amended and Restated Credit Agreement dated as of July 8, 2011 (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 Agreement and not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have made available to the Company a revolving credit facility, including a letter of credit subfacility and a swing line subfacility; and

WHEREAS, each of the Subsidiary Guarantors has entered into the Subsidiary Guaranty pursuant to which each has guaranteed the payment and performance of the obligations of the Company under the Credit Agreement and other Loan Documents; and

WHEREAS, the Company and the respective Loan Parties that are parties thereto have entered into the Security Agreement, the Escrow 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 the Loan Parties desire to amend certain provisions of the Credit Agreement as set forth below, and the Administrative Agent and the Lenders signatory hereto are willing to effect such amendment on the terms and conditions contained in this Agreement;

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, Section 7.11(a) of the Credit Agreement is amended, so that, as amended, such section shall read as follows:

 

  (a) Consolidated Liquidity Ratio. Permit the Consolidated Liquidity Ratio as of the end of any fiscal quarter (or at the request of the Administrative Agent, as of the end of any calendar month) to be less than 1.05 to 1.00.

2. Effectiveness; Conditions Precedent. This Agreement and the amendments to the Credit Agreement herein provided shall become effective as of the Effective Date, upon the Administrative Agent’s receipt of counterparts of this Agreement, duly executed by the Company, each Subsidiary Guarantor, Sonic Financial, the Administrative Agent, and Lenders constituting Required Lenders.

3. Consent of the Loan Parties. Each Subsidiary Guarantor hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies in all respects the Subsidiary Guaranty (including without limitation the continuation of such Subsidiary Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Agreement and the amendments contemplated hereby) and the enforceability of such Subsidiary Guaranty against such Subsidiary Guarantor in accordance with its terms. Each Loan Party hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies in all respects each Security Instrument to which such Loan Party is a party (including without limitation the continuation of the perfection and priority of each Lien thereunder upon and after the effectiveness of this Agreement and the amendments contemplated hereby) and the enforceability of such Security Instrument against such Loan Party in accordance with its terms.

4. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Agreement, each Loan Party represents and warrants to the Administrative Agent and the Lenders as follows:

(a) The representations and warranties made by each Loan Party in Article V of the Credit Agreement and in each of the other Loan Documents to which such Loan Party is a party are true and correct on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement will be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement;

(b) The Persons appearing as Subsidiary Guarantors on the signature pages to this Agreement constitute all Persons who are required to be Subsidiary Guarantors pursuant to the terms of the Credit Agreement and the other Loan Documents, including without limitation all Persons who became Subsidiaries or were otherwise required to become Subsidiary Guarantors after the Closing Date, and each of such Persons has become and remains a party to a Subsidiary Guaranty as a guarantor thereunder;

 

2


(c) This Agreement has been duly authorized, executed and delivered by the Company and each of the other Loan Parties party hereto and constitutes a legal, valid and binding obligation of each such party, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally; and

(d) No Default or Event of Default has occurred and is continuing.

5. Entire Agreement. This Agreement, together with all the Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Agreement may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.

6. Full Force and Effect of Agreement. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to their respective terms.

7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic delivery (including by ..pdf) shall be effective as delivery of a manually executed counterpart of this Agreement.

8. Governing Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of North Carolina applicable to contracts executed and to be performed entirely within such State, and shall be further subject to the provisions of Section 10.14 of the Credit Agreement.

9. Enforceability. Should any one or more of the provisions of this Agreement be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

10. References. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement, as amended hereby.

 

3


11. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, each of the other Loan Parties, the Administrative Agent, the Lenders, and their respective successors, legal representatives, and assignees to the extent such assignees are permitted assignees as provided in Section 10.06 of the Credit Agreement.

[Signature pages follow.]

 

4


IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

 

COMPANY:
SONIC AUTOMOTIVE, INC.
By:  

/s/ David P. Cosper

Name:  

David P. Cosper

Title:  

Vice Chairman and Chief Financial Officer

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


REVOLVING SUBSIDIARY GRANTORS:
ADI OF THE SOUTHEAST, LLC
ANTREV, LLC
ARNGAR, INC.
AUTOBAHN, INC.
AVALON FORD, 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 HOLDING CORP.
FAA LAS VEGAS H, INC.
FAA POWAY 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.
FAA TORRANCE CPJ, INC.
FIRSTAMERICA AUTOMOTIVE, INC.
FORT MILL FORD, INC.
FORT MYERS COLLISION CENTER, LLC
FRANCISCAN MOTORS, INC.
KRAMER MOTORS INCORPORATED
L DEALERSHIP GROUP, INC.
MARCUS DAVID CORPORATION
MASSEY CADILLAC, INC.
MOUNTAIN STATES MOTORS CO., INC.
ONTARIO L, LLC
SAI AL HC1, INC.
SAI AL HC2, INC.

 

By:

 

/s/ David P. Cosper

Name:

 

David P. Cosper

Title:

 

Vice President and Treasurer

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


REVOLVING SUBSIDIARY GRANTORS:

SAI ANN ARBOR IMPORTS, LLC

SAI ATLANTA B, LLC

SAI BROKEN ARROW C, LLC

SAI CHARLOTTE M, LLC

SAI COLUMBUS MOTORS, LLC

SAI COLUMBUS VWK, LLC

SAI FL HC2, INC.

SAI FL HC3, INC.

SAI FL HC4, INC.

SAI FL HC7, INC.

SAI FORT MYERS B, LLC

SAI FORT MYERS H, LLC

SAI FORT MYERS M, LLC

SAI FORT MYERS VW, LLC

SAI IRONDALE IMPORTS, LLC

SAI LONG BEACH B, INC.

SAI MD HC1, INC.

SAI MONROVIA B, INC.

SAI MONTGOMERY B, LLC

SAI MONTGOMERY BCH, LLC

SAI MONTGOMERY CH, LLC

SAI NASHVILLE CSH, LLC

SAI NASHVILLE H, LLC

SAI NASHVILLE M, LLC

SAI NASHVILLE MOTORS, LLC

SAI OK HC1, INC.

SAI OKLAHOMA CITY C, LLC

SAI OKLAHOMA CITY H, LLC

SAI ORLANDO CS, LLC

SAI RIVERSIDE C, LLC

SAI ROCKVILLE IMPORTS, LLC

SAI SANTA CLARA K, INC.

SAI TN HC1, LLC

SAI TN HC2, LLC

SAI TN HC3, LLC

SAI TULSA N, LLC

SANTA CLARA IMPORTED CARS, INC.

SONIC – 2185 CHAPMAN RD., CHATTANOOGA, LLC

SONIC – CALABASAS V, INC.

 

By:

 

/s/ David P. Cosper

Name:  

David P. Cosper

Title:

 

Vice President and Treasurer

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


REVOLVING SUBSIDIARY GRANTORS:

SONIC – CARSON F, INC.

SONIC – COAST CADILLAC, INC.

SONIC – DENVER T, INC.

SONIC – DOWNEY CADILLAC, INC.

SONIC – ENGLEWOOD M, INC.

SONIC – LAS VEGAS C EAST, LLC

SONIC – LAS VEGAS C WEST, LLC

SONIC – LLOYD NISSAN, INC.

SONIC – LLOYD PONTIAC – CADILLAC, INC.

SONIC – LONE TREE CADILLAC, INC.

SONIC – LS, LLC

SONIC – MANHATTAN FAIRFAX, INC.

SONIC – MASSEY CHEVROLET, INC.

SONIC – NEWSOME CHEVROLET WORLD, INC.

SONIC – NEWSOME OF FLORENCE, INC.

SONIC – NORTH CHARLESTON DODGE, INC.

SONIC – SANFORD CADILLAC, INC.

SONIC – SHOTTENKIRK, INC.

SONIC – STEVENS CREEK B, INC.

SONIC – WILLIAMS CADILLAC, INC.

SONIC AGENCY, INC.

SONIC AUTOMOTIVE – 1720 MASON AVE., DB, INC.

SONIC AUTOMOTIVE – 1720 MASON AVE., DB, LLC

SONIC AUTOMOTIVE – 6008 N. DALE MABRY, FL, INC.

SONIC AUTOMOTIVE – 9103 E. INDEPENDENCE, NC, LLC

SONIC AUTOMOTIVE 2752 LAURENS RD., GREENVILLE, INC.

SONIC AUTOMOTIVE 5260 PEACHTREE INDUSTRIAL BLVD., LLC

SONIC AUTOMOTIVE F&I, LLC

SONIC AUTOMOTIVE OF CHATTANOOGA, LLC

SONIC AUTOMOTIVE OF NASHVILLE, LLC

SONIC AUTOMOTIVE OF NEVADA, INC.

SONIC AUTOMOTIVE SUPPORT, LLC

SONIC AUTOMOTIVE WEST, LLC

 

By:  

/s/ David P. Cosper

Name:  

David P. Cosper

Title:  

Vice President and Treasurer

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


REVOLVING SUBSIDIARY GRANTORS:

SONIC AUTOMOTIVE-3700 WEST BROAD STREET, COLUMBUS, INC.

SONIC AUTOMOTIVE-4000 WEST BROAD STREET, COLUMBUS, INC.

SONIC CALABASAS M, INC.

SONIC DEVELOPMENT, LLC

SONIC DIVISIONAL OPERATIONS, LLC

SONIC FREMONT, INC.

SONIC OF TEXAS, INC.

SONIC RESOURCES, INC.

SONIC SANTA MONICA M, INC.

SONIC SANTA MONICA S, INC.

SONIC TYSONS CORNER H, INC.

SONIC TYSONS CORNER INFINITI, INC.

SONIC WALNUT CREEK M, INC.

SONIC WILSHIRE CADILLAC, INC.

SONIC – BUENA PARK H, INC.

SONIC – CALABASAS A, INC.

SONIC – CAPITOL CADILLAC, INC.

SONIC – CAPITOL IMPORTS, INC.

SONIC – CARSON LM, INC.

SONIC – HARBOR CITY H, INC.

SONIC – PLYMOUTH CADILLAC, INC.

SONIC – SATURN OF SILICON VALLEY, INC.

SONIC – SERRAMONTE I, INC.

SONIC – VOLVO LV, LLC

SONIC – WEST COVINA T, INC.

SRE ALABAMA – 2, LLC

SRE ALABAMA – 5, LLC

SRE CALIFORNIA – 1, LLC

SRE CALIFORNIA – 2, LLC

SRE CALIFORNIA – 3, LLC

SRE CALIFORNIA – 4, LLC

SRE CALIFORNIA – 5, LLC

SRE CALIFORNIA – 7 SCB, LLC

SRE CALIFORNIA – 8 SCH, LLC

SRE COLORADO – 1, LLC

SRE FLORIDA – 1, LLC

SRE FLORIDA – 2, LLC

SRE HOLDING, LLC

SRE OKLAHOMA – 1, LLC

 

By:  

/s/ David P. Cosper

Name:  

David P. Cosper

Title:  

Vice President and Treasurer

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


REVOLVING SUBSIDIARY GRANTORS:

SRE OKLAHOMA – 2, LLC

SRE OKLAHOMA – 5, LLC

SRE SOUTH CAROLINA – 2, LLC

SRE SOUTH CAROLINA – 3, LLC

SRE SOUTH CAROLINA – 4, LLC

SRE TENNESSEE – 4, LLC

SRE VIRGINIA – 1, LLC

STEVENS CREEK CADILLAC, INC.

TOWN AND COUNTRY FORD, INCORPORATED

WINDWARD, INC.

Z MANAGEMENT, INC.

 

By:  

/s/ David P. Cosper

Name:  

David P. Cosper

Title:  

Vice President and Treasurer

 

SAI GA HC1, LP

SONIC – STONE MOUNTAIN T, L.P.

SONIC PEACHTREE INDUSTRIAL BLVD., L.P.

By:  

SAI GEORGIA, LLC, as Sole General Partner

 

By:

  SONIC AUTOMOTIVE OF NEVADA, INC., as Sole Member
    By:  

/s/ David P. Cosper

    Name:  

David P. Cosper

    Title:  

Vice President and Treasurer

SONIC – LS CHEVROLET, L.P.

By:   SONIC – LS, LLC, as Sole General Partner
  By:  

/s/ David P. Cosper

  Name:  

David P. Cosper

  Title:   Vice President and Treasurer

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


REVOLVING SUBSIDIARY GRANTORS:

PHILPOTT MOTORS, LTD.

SONIC – CADILLAC D, L.P.

SONIC – CAMP FORD, L.P.

SONIC – CARROLLTON V, L.P.

SONIC – FORT WORTH T, L.P.

SONIC – FRANK PARRA AUTOPLEX, L.P.

SONIC – HOUSTON V, L.P.

SONIC – LUTE RILEY, L.P.

SONIC – RICHARDSON F, L.P.

SONIC – UNIVERSITY PARK A, L.P.

SONIC ADVANTAGE PA, L.P.

SONIC AUTOMOTIVE – 3401 N. MAIN, TX, L.P.

SONIC AUTOMOTIVE – 4701 I-10 EAST, TX, L.P.

SONIC AUTOMOTIVE OF TEXAS, L.P.

SONIC HOUSTON JLR, LP

SONIC HOUSTON LR, L.P.

SONIC MOMENTUM B, L.P.

SONIC MOMENTUM JVP, L.P.

SONIC MOMENTUM VWA, L.P.

SONIC – CLEAR LAKE VOLKSWAGEN, L.P.

SONIC – JERSEY VILLAGE VOLKSWAGEN, L.P.

SRE TEXAS – 1, L.P.

SRE TEXAS – 2, L.P.

SRE TEXAS – 3, L.P.

SRE TEXAS – 4, L.P.

SRE TEXAS – 5, L.P.

SRE TEXAS – 6, L.P.

SRE TEXAS – 7, L.P.

SRE TEXAS – 8, L.P.

 

By:   SONIC OF TEXAS, INC., as Sole General Partner
  By:  

/s/ David P. Cosper

  Name:  

David P. Cosper

  Title:  

Vice President and Treasurer

SAI CLEARWATER T, LLC
By:   SAI FL HC2, INC., as Sole Member
  By:  

/s/ David P. Cosper

  Name:  

David P. Cosper

  Title:  

Vice President and Treasurer

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


REVOLVING SUBSIDIARY GRANTORS:
SAI COLUMBUS T, LLC
By:   SONIC AUTOMOTIVE, INC., as Sole Member
  By:  

/s/ David P. Cosper

  Name:  

David P. Cosper

  Title:  

Vice President and Treasurer

 

SAI GEORGIA, LLC
By:   SONIC AUTOMOTIVE OF NEVADA, INC., as Sole Member
  By:  

/s/ David P. Cosper

  Name:  

David P. Cosper

  Title:  

Vice President and Treasurer

 

SAI IRONDALE L, LLC
By:   SAI AL HC2, INC., as Sole Member
  By:  

/s/ David P. Cosper

  Name:  

David P. Cosper

  Title:  

Vice President and Treasurer

 

SAI OKLAHOMA CITY T, LLC
SAI TULSA T, LLC
By:   SAI OK HC1, INC., as Sole Member
  By:  

/s/ David P. Cosper

  Name:  

David P. Cosper

  Title:  

Vice President and Treasurer

 

SAI ROCKVILLE L, LLC
By:   SAI MD HC1, INC., as Sole Member
  By:  

/s/ David P. Cosper

  Name:  

David P. Cosper

  Title:  

Vice President and Treasurer

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


FLOORPLAN SUBSIDIARY GRANTORS:

ARNGAR, INC.

FAA CONCORD H, INC.

FAA LAS VEGAS H, INC.

FAA POWAY H, INC.

FAA SANTA MONICA V, INC.

FAA SERRAMONTE, INC.

FAA SERRAMONTE H, INC.

FAA STEVENS CREEK, INC.

FAA TORRANCE CPJ, INC.

FRANCISCAN MOTORS, INC.

KRAMER MOTORS INCORPORATED

SAI BROKEN ARROW C, LLC

SAI COLUMBUS MOTORS, LLC

SAI COLUMBUS VWK, LLC

SAI FORT MYERS H, LLC

SAI IRONDALE IMPORTS, LLC

SAI MONTGOMERY BCH, LLC

SAI MONTGOMERY CH, LLC

SAI NASHVILLE CSH, LLC

SAI NASHVILLE H, LLC

SAI NASHVILLE MOTORS, LLC

SAI OKLAHOMA CITY H, LLC

SAI ORLANDO CS, LLC

SAI RIVERSIDE C, LLC

SAI ROCKVILLE IMPORTS, LLC

SAI SANTA CLARA K, INC.

SANTA CLARA IMPORTED CARS, INC.

SONIC – 2185 CHAPMAN RD., CHATTANOOGA, LLC

SONIC – LAS VEGAS C WEST, LLC

SONIC – LONE TREE CADILLAC, INC.

SONIC – NEWSOME CHEVROLET WORLD, INC.

SONIC – NEWSOME OF FLORENCE, INC.

SONIC – SHOTTENKIRK, INC.

SONIC AUTOMOTIVE – 9103 E. INDEPENDENCE, NC, LLC

SONIC AUTOMOTIVE 5260 PEACHTREE INDUSTRIAL BLVD., LLC

SONIC TYSONS CORNER H, INC.

SONIC TYSONS CORNER INFINITI, INC.

 

By:  

/s/ David P. Cosper

Name:  

David P. Cosper

Title:  

Vice President and Treasurer

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


FLOORPLAN SUBSIDIARY GRANTORS:

SONIC – BUENA PARK H, INC.

SONIC – CALABASAS A, INC.

SONIC – CAPITOL CADILLAC, INC.

SONIC – CAPITOL IMPORTS, INC.

SONIC – HARBOR CITY H, INC.

SONIC – PLYMOUTH CADILLAC, INC.

SONIC – VOLVO LV, LLC

STEVENS CREEK CADILLAC, INC.

WINDWARD, INC.

 

By:  

/s/ David P. Cosper

Name:  

David P. Cosper

Title:  

Vice President and Treasurer

 

SONIC – LS CHEVROLET, L.P.
By:   SONIC – LS, LLC, as Sole General Partner
  By:  

/s/ David P. Cosper

  Name:  

David P. Cosper

  Title:  

Vice President and Treasurer

 

PHILPOTT MOTORS, LTD.

SONIC – CADILLAC D, L.P.

SONIC – HOUSTON V, L.P.

SONIC – LUTE RILEY, L.P.

SONIC ADVANTAGE PA, L.P.

SONIC AUTOMOTIVE – 3401 N. MAIN, TX, L.P.

SONIC HOUSTON JLR, LP

SONIC HOUSTON LR, L.P.

SONIC MOMENTUM JVP, L.P.

SONIC MOMENTUM VWA, L.P.

 

By:   SONIC OF TEXAS, INC., as Sole General Partner
  By:  

/s/ David P. Cosper

  Name:  

David P. Cosper

  Title:  

Vice President and Treasurer

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


SONIC FINANCIAL CORPORATION
By:  

/s/ William R. Brooks

Name:  

William R. Brooks

Title:  

Vice President

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Administrative Agent

By:

 

/s/ illegible signature

Name:

 

Anne M. Zeschke

Title:

 

Vice President

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


LENDERS:
BANK OF AMERICA, N.A., as Swing Line Lender, L/C Issuer and as a Lender
By:  

/s/ M. Patricia Kay

Name:  

M. Patricia Kay

Title:  

Senior Vice President

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


JPMORGAN CHASE BANK, N.A., as a Lender
By:  

/s/ illegible signature

Name:  

Jeffrey G. Calder

Title:  

Vice President

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


US BANK, NATIONAL ASSOCIATION, as a Lender
By:  

/s./ Mark Landsem

Name:  

Mark Landsem

Title:  

Vice President

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


WELLS FARGO BANK, NATIONAL ASSOCIATION, as an L/C Issuer and as a Lender
By:  

/s/ Jeffrey Bullard

Name:  

Jeffrey E. Bullard

Title:  

Vice President

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


MERCEDES-BENZ FINANCIAL SERVICES USA LLC (f/k/a DCFS USA LLC), as a Lender
By:  

/s/ Michele Nowak

Name:  

Michele Nowak

Title:  

Credit Director, National Accounts

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


COMERICA BANK, as a Lender
By:  

/s/ David M. Garbarz

Name:  

David M. Garbarz

Title:  

Senior Vice President

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


CAPITAL ONE, N.A., as a Lender
By:  

/s/ Anne Marie Zima

Name:  

Anne Marie Zima

Title:  

Vice President

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


BMW FINANCIAL SERVICES NA, LLC, as a Lender
By:  

/s/ Patrick Sullivan

Name:  

Patrick Sullivan

Title:  

GM, Commercial Finance

 

BMW Group Financial Services

By:  

/s/ illegible signature

Name:  

illegible name

Title:  

President

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


TOYOTA MOTOR CREDIT CORPORATION, as a Lender
By:  

/s/ illegible signature

Name:  

Anna Lee

Title:  

National Credit Dealer Manager

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


VW CREDIT, INC., as a Lender
By:  

/s/ David Rands

Name:  

David Rands

Title:  

Regional General Manager

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


WORLD OMNI FINANCIAL CORP., as a Lender
By:  

/s/ William Shope

Name:  

William Shope

Title:  

VP Portfolio Management

 

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT