Item 1.01.  Entry into a Material Definitive Agreement.
On April 14, 2021 (the "Effective Date"), Sonic Automotive, Inc. (the "Company")
and certain of its subsidiaries entered into a Fifth Amended, Restated and
Consolidated Credit Agreement (the "Credit Agreement") with Bank of America,
N.A., as administrative agent, revolving swing line lender, new vehicle swing
line lender, used vehicle swing line lender, and letter of credit issuer, and
Bank of America, N.A., BMW Financial Services NA, LLC, JPMorgan Chase Bank,
N.A., U.S. Bank National Association, Mercedes-Benz Financial Services USA LLC,
Wells Fargo Bank, National Association, Capital One, N.A., MassMutual Asset
Finance LLC, PNC Bank, National Association, TD Bank, N.A., Toyota Motor Credit
Corporation, VW Credit, Inc., American Honda Finance Corporation, and World Omni
Financial Corp., as lenders. The Credit Agreement establishes a revolving credit
facility (the "Revolving Facility"), a new vehicle floorplan inventory finance
facility (the "New Vehicle Floorplan Facility") and a used vehicle floorplan
inventory finance facility (the "Used Vehicle Floorplan Facility" and,
collectively with the New Vehicle Floorplan Facility, the "Floorplan Facility").
In connection with the entering into of the Credit Agreement, Comerica Bank
ceased to be a lender under the Revolving Facility and the Floorplan Facility.
The Credit Agreement amended, restated and consolidated (i) the Fourth Amended
and Restated Credit Agreement, dated as of November 30, 2016, among the Company
and certain of its subsidiaries and the lenders and letter of credit issuers
party thereto (as amended prior to the Effective Date, the "Existing Revolving
Credit Agreement"), and (ii) the Third Amended and Restated Syndicated New and
Used Vehicle Floorplan Credit Agreement, dated as of November 30, 2016, among
the Company and certain of its subsidiaries and the lenders party thereto (as
amended prior to the Effective Date, the "Existing Floorplan Credit Agreement").
The Revolving Facility and the Floorplan Facility have a maturity date of April
14, 2025, unless extended pursuant to the terms of the Credit Agreement.
Revolving Credit Facility
The Revolving Facility has a borrowing limit of $250 million, which may be
expanded at the request of the Company to up to $300 million upon satisfaction
of certain conditions. The Revolving Facility is available for acquisitions,
capital expenditures, working capital and general corporate purposes. The amount
available for borrowing under the Revolving Facility is reduced on a
dollar-for-dollar basis by the aggregate face amount of any outstanding letters
of credit under the Revolving Facility and is subject to compliance with a
borrowing base. The borrowing base for the Revolving Facility is calculated
based on the value of eligible accounts, parts and accessories inventory,
equipment and real estate designated by the Company. The Credit Agreement
provides that under certain circumstances, the Company may convert unused
portions of lender commitments for the Revolving Facility, the New Vehicle
Floorplan Facility and the Used Vehicle Floorplan Facility into commitments for
one or more of the other facilities under the Credit Agreement.
Amounts outstanding under the Revolving Facility bear interest at (i) a
specified percentage above LIBOR (as defined in the Credit Agreement) or its
specified alternative, ranging from 1.00% to 2.00% per annum according to a
performance-based pricing grid determined by the Company's Consolidated Total
Lease Adjusted Leverage Ratio (as defined in the Credit Agreement) as of the
last day of the immediately preceding fiscal quarter (the "Performance Grid"),
or (ii) a specified percentage above the Base Rate (as defined in the Credit
Agreement), ranging from 0.15% to 1.00% per annum according to the Performance
Grid. In addition, there is a quarterly commitment fee payable by the Company on
the unused portion of the Revolving Facility, ranging from 0.15% to 0.40% per
annum according to the Performance Grid. The Revolving Facility also provides
for a quarterly letter of credit fee payable by the Company on the outstanding
letters of credit under the Revolving Facility, ranging from 0.875% to 1.875%
per annum according to the Performance Grid.
In connection with the entering into of the Credit Agreement, the Company, its
subsidiaries or its affiliates, as applicable, entered into various collateral
documents with respect to the Revolving Facility. These documents include an
amended and restated security agreement, an amended and restated escrow and
security agreement, an amended and restated securities pledge agreement and
amended and restated guaranty agreements (collectively with the other agreements
delivered in connection with the Credit Agreement, the "Collateral Documents")
with Bank of America, N.A., as administrative agent. Under the Collateral
Documents, outstanding obligations under the Revolving Facility are secured by a
pledge of substantially all of the Company's personal property and the personal
property of substantially all of the Company's domestic subsidiaries. The
Collateral Documents also provide for the pledge of the franchise agreements and
stock or equity interests of the Company's dealership franchise subsidiaries,
except for those dealership franchise subsidiaries where the applicable
manufacturer prohibits such a pledge, in which cases the stock or equity
interests of the dealership franchise subsidiary is subject to an escrow
arrangement with the administrative agent. Substantially all of the Company's
domestic subsidiaries also guarantee the Company's obligations under the
Revolving Facility under the terms of an amended and restated subsidiary
guaranty agreement with Bank of America, N.A., as administrative agent, entered
into in connection with the Credit Agreement.

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The Credit Agreement contains certain negative covenants, including covenants
which could restrict or prohibit indebtedness, liens, payment of dividends and
other restricted payments, capital expenditures and material dispositions and
acquisitions of assets, as well as other customary covenants and default
provisions. Financial covenants include required specified ratios (as each is
defined in the Credit Agreement) as set forth below, which are unchanged from
those set forth in each of the Existing Revolving Credit Agreement and Existing
Floorplan Credit Agreement:
                                                    Covenant
                                           Consolidated Fixed Charge           Consolidated Total Lease Adjusted
  Consolidated Liquidity Ratio                   Coverage Ratio                         Leverage Ratio
          Not less than                          Not less than                           Not more than
          1.05 to 1.00                            1.20 to 1.00                           5.75 to 1.00


The Credit Agreement contains events of default applicable to the Revolving
Facility, including cross-defaults to other material indebtedness, including the
Floorplan Facility, change of control events and events of default customary for
syndicated commercial credit facilities. Upon the occurrence of an Event of
. . .


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated by reference into this
Item 2.03.


Item 9.01. Financial Statements and Exhibits.
(b)  Exhibits.
   Exhibit
     No.             Description

     10.1              Fifth Amended, Restated and Consolidated Credit

Agreement, dated as of

April 14, 2021, among Sonic Automotive, Inc.; the

subsidiaries of Sonic

Automotive, Inc. named therein; each lender a party

thereto; Bank of America,


                     N.A., as administrative agent, revolving swing line

lender, new vehicle swing


                     line lender, used vehicle swing line lender and an l/c

issuer.



     10.2              Form of Promissory Note, dated April 14, 2021,

executed by Sonic Automotive,


                     Inc., as borrower, in favor of each of the lenders to

the Fifth Amended,


                     Restated and Consolidated Credit Agreement    .

     10.3              Fourth Amended and Restated Company Guaranty

Agreement, dated as of April 14,


                     2021, by Sonic Automotive, Inc. to Bank of America,

N.A., as administrative


                     agent for each of the lenders.

     10.4              Fifth Amended, Restated and Consolidated Subsidiary

Guaranty Agreement, dated


                     as of April 14, 2021, by the subsidiaries of Sonic

Automotive, Inc. named


                     therein, as guarantors, to Bank of America, N.A., as

administrative agent for


                     each of the lenders.

     10.5              Fifth Amended and Restated Securities Pledge

Agreement, dated as of April 14,


                     2021, among Sonic Automotive, Inc., the subsidiaries

of Sonic Automotive, Inc.


                     named therein and Bank of America, N.A., as

administrative agent for the


                     lenders.

     10.6              Fifth Amended and Restated Escrow and Security

Agreement, dated as of April


                     14, 2021, among Sonic Automotive, Inc., the

subsidiaries of Sonic Automotive,


                     Inc. named therein and Bank of America, N.A., as

administrative agent for each


                     of the lenders.

     10.7              Fifth Amended and Restated Security Agreement, dated

as of April 14, 2021,


                     among Sonic Automotive, Inc., the subsidiaries of

Sonic Automotive, Inc. named


                     therein and Bank of America, N.A., as administrative agent for each of the
                     lenders.

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