SONIC AUTOMOTIVE INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

                                                                    EXHIBIT 10.2

                                 PROMISSORY NOTE
                     (Acquisition/Revolving Line of Credit)
                                  (LIBOR Rate)



$500,000,000.00                                    Charlotte, North Carolina

                                                   August 10, 2000



         FOR VALUE RECEIVED, SONIC AUTOMOTIVE, INC., a Delaware corporation
("Borrower"), whose address is 6415 Idlewild Road, Suite 109, Charlotte, North
Carolina 28212, promises to pay to FORD MOTOR CREDIT COMPANY, a Delaware
corporation, ("Lender"), or order, at 6302 Fairview Road, Suite 500, Charlotte,
North Carolina 28210, or at such other place as Lender may from time to time in
writing designate, in lawful money of the United States of America, the
principal sum of FIVE HUNDRED MILLION AND 00/100 DOLLARS ($500,000,000.00), or
so much thereof as may be advanced from time to time, together with interest,
adjusted monthly, on the principal balance outstanding from time to time (the
"Principal Balance"), in like money, from the date of this Promissory Note (this
"Note"), to and including the Termination Date, at the rate of two and fifty
hundredths percent (2.50%) per annum above the LIBOR Rate (as defined herein) in
effect from time to time (the "Applicable Interest Rate").

         Capitalized terms used herein and not otherwise defined herein shall
have the meaning given to such terms in the Credit Agreement dated as of even
date herewith, among Borrower, the Lender and certain other lender parties
thereto, and Lender, as Agent for all lender parties (the "Agreement").

         Borrower promises to pay interest on the unpaid principal balance
outstanding until such principal amount is paid in full, at the Applicable
Interest Rate, and payable at such times as are specified in the Agreement.

         Both principal and interest are payable in lawful money of the United
States of America to the Agent under the Agreement, in same day funds. Each
Advance owing to the Lender by the Borrower, and all payments made on account of
principal thereof, shall be recorded by the Lender and, prior to any transfer
hereof, endorsed on the grid attached hereto, which is part of this Note;
provided, however, that the failure of the Lender to make any such recordation
or endorsement will not affect the Obligations of the Borrower under this Note.

         This Note is one of the Notes referred to in, and is entitled to the
benefits of, the Agreement. The Agreement, among other things, (i) provides for
the making of Advances by the Lender to or for the benefit of the Borrower from
time to time in an aggregate amount not to exceed at any time outstanding the
U.S. collar amount first above mentioned, the indebtedness of the Borrower
resulting from each such Advance being evidenced by this Note, and (ii) contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayments on account of principal hereof prior to
the maturity hereof
<PAGE>

upon the terms and conditions therein specified. The Obligations of Borrower
under this Note and the Loan Documents, and the obligations of the Dealership
Guarantors and any other parties to the loan are secured by the Collateral as
provided in the Loan Documents.

         In no circumstance may the aggregate principal amount of all Advances
(as defined in the Agreement) outstanding under the Notes (as defined in the
Agreement) exceed the aggregate amount of all Lender's Commitments (as more
specifically set forth in the Agreement.






                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                           [SIGNATURE PAGES TO FOLLOW]



                                      -2-
<PAGE>

         IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has
duly executed this Note under seal, the day and year first above written.



                                              SONIC AUTOMOTIVE, INC.,
                                              a Delaware corporation


                                              By: /s/ Theodore M. Wright  (SEAL)
                                                 ------------------------------
                                              Name:  Theodore M. Wright
                                              Title: Vice President



                                      -3-
</TEXT>
</DOCUMENT>
