Asbury Automotive Group, Inc. $200,000,000 8% Senior Subordinated Notes due 2014 Unconditionally Guaranteed as to the Payment of Principal, Premium, if any, and Interest by the Subsidiary GuarantorsExchange and Registration Rights Agreement • March 23rd, 2004 • Asbury Automotive San Diego LLC • Retail-auto dealers & gasoline stations • New York
Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its $200,000,000 8% Senior Subordinated Notes due 2014, which are unconditionally guaranteed by the Subsidiary Guarantors. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Subsidiary Guarantors, jointly and severally, agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
