REAFFIRMATION OF GUARANTIES AND COLLATERAL DOCUMENTS

Exhibit 10.5

REAFFIRMATION OF GUARANTIES

AND COLLATERAL DOCUMENTS

THIS REAFFIRMATION OF GUARANTIES AND COLLATERAL DOCUMENTS, dated March 26, 2004 (this “Reaffirmation”) is by the undersigned guarantors (individually, a “Guarantor”, and collectively, the “Guarantors”). Each Guarantor has guaranteed the Indebtedness and Obligations of Sonic Automotive, Inc., a Delaware corporation (“Borrower”), under the Second Amended and Restated Credit Agreement, dated February 5, 2003, among Borrower, Ford Motor Credit Company, as agent (the “Agent”) and the Lenders, as such agreement may be amended and/or restated from time to time (the “Credit Agreement”), and each Guarantor has provided a security interest in its assets and/or pledges of other collateral to secure its Guaranty.

The Credit Agreement provides for the Loan to Borrower in the aggregate principal amount of $500,000,000.00 to be made severally by Ford Credit, Chrysler Financial, Toyota Credit and Bank of America in accordance with the terms thereof. In accordance with the First Amendment to Credit Agreement dated as of even date herewith (the “Amendment”), the Credit Agreement will be amended to add Merrill Lynch Capital Corporation, a Delaware corporation, and JPMorgan Chase Bank, a New York state chartered bank, as Lenders and to increase the principal amount of the Loan to $550,000,000.00.

NOW, THEREFORE, in consideration of the promises and other valuable consideration, receipt of which is hereby acknowledged, and to induce each of the Lenders to amend the Credit Agreement in accordance with the Amendment, the Guarantors, and each of them, agree as follows:

1. Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement. As used herein, the following terms shall have the following meanings:

2. Reaffirmation. Each Guarantor reaffirms its liabilities, obligations and agreements under the Guaranties and the Collateral Documents with respect to the Credit Agreement, including the increase in the principal amount of the Loan, the addition of additional Lenders and any other changes to the other terms and conditions as set forth in the Amendment. Guarantor acknowledges and agrees that every right, power and remedy of Agent and Lenders under the Guaranties and Collateral Documents are in full force and effect, including without limitation, such right, powers and remedies relating to the Credit Agreement, as amended, and the payment of the Indebtedness and the performance of the Obligations.

3. No Defense or Set-Off. Each Guarantor acknowledges and declares that it has no defense, claim, charge, plea or set-off whatsoever in law or equity against the Lenders, the Agent, the Guaranties, the Collateral Documents, the Credit Agreement, the Amendment, or any other instrument or document executed by Guarantor or Borrower in connection with the Credit Agreement or the Amendment. Guarantor waives and releases any and all defenses that might accrue to Guarantor by the execution of the Amendment.

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IN WITNESS WHEREOF, the parties hereto have executed this Reaffirmation under seal as of the date set forth above intending to be legally bound hereby.

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