EXHIBIT 1.1 FORM OF UNDERWRITING AGREEMENT ASBURY AUTOMOTIVE GROUP, INC. COMMON STOCK (PAR VALUE $0.01)Underwriting Agreement • October 12th, 2001 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
OFLimited Liability Company Agreement • July 27th, 2001 • Asbury Automotive Group Inc • Delaware
ARTICLE I DEFINITIONSShareholder Agreement • March 13th, 2002 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Delaware
Exhibit 10.1 SEPARATION AGREEMENT -------------------- THIS SEPARATION AGREEMENT ("Agreement") is made this 15th day of October, 2004 (the "Effective Date"), by and among Asbury Automotive Group, Inc., a Delaware corporation ("Asbury"), Ben David...Separation Agreement • October 26th, 2004 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Delaware
Asbury Automotive Group, Inc. 3,300,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 5th, 2021 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,300,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 495,000 shares of common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
EXHIBIT 10.9 Note: Certain material has been omitted from this document pursuant to a request for confidential treatment and has been filed separately with the SEC. Notations of [REDACTED]* have been used to indicate such an omission. CREDIT AGREEMENT...Credit Agreement • July 27th, 2001 • Asbury Automotive Group Inc • New York
EXHIBIT 10.21 EMPLOYMENT AGREEMENT OF LUTHER COGGIN EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of October 30, 1998 (this "AGREEMENT"), among ASBURY AUTOMOTIVE JACKSONVILLE, L.P., a Delaware limited partnership ("PARENT"), COGGIN AUTOMOTIVE...Employment Agreement • October 12th, 2001 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Florida
STOCK PURCHASE AGREEMENT BY AND AMONG BOB BAKER ENTERPRISES, INC. AND ITS AFFILIATE CORPORATIONS, THEIR SHAREHOLDERS, AND ASBURY AUTOMOTIVE GROUP, INC. August 28, 2002Stock Purchase Agreement • November 15th, 2002 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • California
EXHIBIT 1.1 ASBURY AUTOMOTIVE GROUP, INC. COMMON STOCK (PAR VALUE $0.01) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2002 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
FIRST AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 6, 2003Credit Agreement • August 14th, 2003 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
RECITALSEmployment Agreement • November 12th, 2004 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
EXHIBIT 10.20 EMPLOYMENT AGREEMENT OF DAVID MCDAVID, SR. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of May 1, 1998 (this "Agreement"), between ASBURY TEXAS MANAGEMENT L.L.C., a Delaware limited liability company (the "Company"), and Ben David...Employment Agreement • October 12th, 2001 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Delaware
ASBURY AUTOMOTIVE GROUP, INC. and each of the Guarantors named herein 4.625% SENIOR NOTES DUE 2029 INDENTURE Dated as of November 19, 2021 U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • November 19th, 2021 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
INDENTURE dated as of November 19, 2021 among Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed on Schedule I hereto (collectively, the “Guarantors”) and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among Asbury Automotive Group, Inc., the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC Dated as of October 28, 2015Registration Rights Agreement • October 28th, 2015 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 28, 2015, by and among Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature pages hereto (each a “Guarantor” and collectively, the “Guarantors”), and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase from the Company $200,000,000 in aggregate principal amount of the Company’s 6.0% Senior Subordinated Notes due 2024 (the “Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”), pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein together referred to as the “Securities.”
Exhibit 1.1 ASBURY AUTOMOTIVE GROUP, INC. COMMON STOCK (PAR VALUE $0.01) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2002 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
Exhibit 10.5 [LETTERHEAD OF ASBURY AUTOMOTIVE GROUP] This agreement is entered into as of February 8, 2002 between Asbury Automotive Group L.L.C. ("Asbury") and Thomas Gibson ("Executive"), a key employee of Asbury, in order to provide for an...Severance Agreement • February 22nd, 2002 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Connecticut
EXHIBIT 10.16 MERCEDES-BENZ OF NORTH AMERICA, INC. MERCEDES-BENZ PASSENGER CAR DEALER AGREEMENT This PASSENGER CAR DEALER AGREEMENT is effective as of the day last set forth below by and between Mercedes-Benz of North America, Inc. ("MBNA") and the...Dealer Agreement • October 12th, 2001 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations
EXHIBIT 10.10 [FORM OF SHAREHOLDERS AGREEMENT] SHAREHOLDERS AGREEMENT dated as of o, o (this "Agreement"), among [NEWCO], a [Delaware] 1 corporation (the "Company"), ASBURY AUTOMOTIVE HOLDINGS L.L.C., a Delaware limited liability company ("AAH"), and...Shareholder Agreement • July 27th, 2001 • Asbury Automotive Group Inc • Delaware
This agreement is entered into as of April 21,2003 between Asbury Automotive Group, Inc. ("Asbury") and Phil Johnson ("Executive"), a key employee of Asbury, in order to provide for an agreed-upon compensation in the event that Executive's employment...Severance Agreement • August 14th, 2003 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Connecticut
Exhibit 10.6 This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of December 3, 2001, between Asbury Automotive Group L.L.C., a Delaware limited liability company (the "Company"), and Kenneth Gilman, an individual resident of the...Employment Agreement • January 10th, 2002 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
EXHIBIT 10.5 EMPLOYMENT AGREEMENT OF THOMAS R. GIBSON EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of January 1, 2001, among Asbury Automotive Group L.L.C., a Delaware limited liability company ("Asbury Automotive" or the...Employment Agreement • October 12th, 2001 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Delaware
Exhibit 10.4 FORM OF FOURTH AMENDMENT dated as of January 1, 2002 (this "Amendment"), to the THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT dated as of February 1, 2000 (the "Restated LLC Agreement"), of ASBURY AUTOMOTIVE GROUP L.L.C....Limited Liability Company Agreement • February 22nd, 2002 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Delaware
ASBURY AUTOMOTIVE GROUP, INC. and each of the Guarantors named herein 8% SENIOR SUBORDINATED NOTES DUE 2014Indenture • March 11th, 2004 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
INDENTURE dated as of December 23, 2003 among Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed on Schedule I hereto (collectively, the “Guarantors”) and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).
FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • March 7th, 2006 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
FORM OF FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") dated as of [ ], 2002, of ASBURY AUTOMOTIVE GROUP L.L.C., a Delaware limited liability company (the "Company"), adopted by Asbury Automotive Group, Inc., a...Limited Liability Company Agreement • March 13th, 2002 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Delaware
DodgeSales and Service Agreement • October 12th, 2001 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations
EXHIBIT 10.7 MANAGEMENT AND CONSULTING AGREEMENT MANAGEMENT AND CONSULTING AGREEMENT, dated as of February 23, 1999 (this "Agreement"), among ASBURY AUTOMOTIVE ARKANSAS L.L.C., a Delaware limited liability company (the "Company"), McLARTY COMPANIES,...Management and Consulting Agreement • July 27th, 2001 • Asbury Automotive Group Inc • Arkansas
Exhibit 10.22 [LETTERHEAD OF ASBURY AUTOGROUP] SEVERANCE PAY AGREEMENT FOR KEY EMPLOYEE This agreement is entered into as of May 15, 2001 between Asbury Automotive Group L.L.C. ("Asbury") and Thomas F. Gilman ("Executive"), a key employee of Asbury,...Severance Pay Agreement • January 10th, 2002 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Connecticut
EXHIBIT 10.19 EMPLOYMENT AGREEMENT OF C.V. NALLEY EMPLOYMENT AGREEMENT dated as of March 1, 2000 between ASBURY AUTOMOTIVE ATLANTA L.L.C., a Delaware limited liability company ("Employer"), and C.V. NALLEY, III; an individual residing in the State of...Employment Agreement • October 12th, 2001 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Delaware
HONDAAutomobile Dealer Sales and Service Agreement • October 12th, 2001 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations
FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 4th, 2022 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
Exhibit A-3 Used Vehicle Floorplan Committed Loan Notice Exhibit B-1 New Vehicle Floorplan Swing Line Loan Notice Exhibit B-2 Revolving Swing Line Loan Notice
EXHIBIT 10.18 TOYOTA DEALER AGREEMENT This is an Agreement between Gulf States Toyota, Inc. (DISTRIBUTOR), and Escude-T, L.L.C. (DEALER), a(n) [_] individual, [_] partnership, [_] corporation. If a corporation, DEALER is duly incorporated in the State...Toyota Dealer Agreement • October 12th, 2001 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 28th, 2022 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 10, 2021, among ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto as Borrowers (each a “Borrower” and collectively the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
SUBLEASE (this "Sublease"), dated as of July 28, 2003, by and between MONSTER WORLDWIDE, INC., a Delaware corporation, successor-by-merger to TMP Worldwide Inc., a Delaware corporation, having an office at 622 Third Avenue, 38th Floor, New York, New...Sublease • November 14th, 2003 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
ASBURY AUTOMOTIVE GROUP, INC. Common Stock (par value $0.01 per share) Underwriting AgreementUnderwriting Agreement • March 22nd, 2005 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the firms named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Common Stock, par value $.01 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares, if any, which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
