QuickLinks -- Click here to rapidly navigate through this documentSeverance Agreement • March 25th, 2003 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Connecticut
This agreement is entered into as of November 1, 2002 between Asbury Automotive Group, Inc. ("Asbury") and Robert D. Frank ("Executive"), a key employee of Asbury, in order to provide for an agreed-upon compensation in the event that Executive's employment is terminated as defined in this agreement.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 25th, 2003 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Delaware
This Indemnification Agreement, dated as of , (this "Agreement"), is made by and between ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (the "Company"), and ("Indemnitee").
QuickLinks -- Click here to rapidly navigate through this documentSeverance Agreement • March 25th, 2003 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Connecticut
This agreement is entered into as of September 23, 2002 between Asbury Automotive Group, L.L.C. ("Asbury") and Lynne A. Burgess ("Executive"), a key employee of Asbury, in order to provide for an agreed-upon compensation in the event that Executive's employment is terminated as defined in this agreement.
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of March 19, 2003, among the Subsidiaries of the Company (as defined below) listed on Schedule II hereto (the "Guaranteeing Subsidiaries"), Asbury Automotive Group, Inc., a...Supplemental Indenture • March 25th, 2003 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
AMENDMENT No. 1 TO CREDIT AGREEMENTCredit Agreement • March 25th, 2003 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations
THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of July 29, 2002, is by and among ASBURY AUTOMOTIVE GROUP L.L.C., a Delaware limited liability company ("Original Borrower"), ASBURY AUTOMOTIVE GROUP, INC. ("AAG Inc."), a Delaware corporation, ASBURY AUTOMOTIVE GROUP HOLDINGS, INC., a Delaware corporation (individually and collectively, the "Borrower"), FORD MOTOR CREDIT COMPANY, a Delaware corporation ("Ford Credit"), DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC, as successor in interest (via merger) to CHRYSLER FINANCIAL COMPANY, L.L.C., a Michigan limited liability company ("Chrysler Financial"), GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation ("GMAC"), and the other Lenders from time to time party hereto, and Ford Credit, as administrative agent and collateral agent (in such capacity and together with any Successor Agent appointed pursuant to Article VII of the Agreement (as defined herein), the "Agent") for the Secured Parties.
AMENDMENT No. 2 TO CREDIT AGREEMENTCredit Agreement • March 25th, 2003 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations
THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of September 25, 2002, is by and among ASBURY AUTOMOTIVE GROUP L.L.C., a Delaware limited liability company ("Original Borrower"), ASBURY AUTOMOTIVE GROUP, INC. ("AAG Inc."), a Delaware corporation, ASBURY AUTOMOTIVE GROUP HOLDINGS, INC., a Delaware corporation (individually and collectively, the "Borrower"), FORD MOTOR CREDIT COMPANY, a Delaware corporation ("Ford Credit"), DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC, as successor in interest (via merger) to CHRYSLER FINANCIAL COMPANY, L.L.C., a Michigan limited liability company ("Chrysler Financial"), GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation ("GMAC"), and the other Lenders from time to time party hereto, and Ford Credit, as administrative agent and collateral agent (in such capacity and together with any Successor Agent appointed pursuant to Article VII of the Agreement (as defined herein), the "Agent") for the Secured Parties.
QuickLinks -- Click here to rapidly navigate through this documentCredit Agreement • March 25th, 2003 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations
Re: Credit Agreement dated as of January 17, 2001 (the "Credit Agreement"), between Asbury Automotive Group, Inc., Asbury Automotive Group Holdings, Inc., Asbury Automotive Group L.L.C. (individually and collectively, the "Borrower"), Ford Motor Credit Company, as agent (in such capacity, the "Agent"), and Ford Motor Credit Company, DaimlerChrysler Services North America LLC, successor in interest (via merger) to Chrysler Financial Company, L.L.C., General Motors Acceptance Corporation and the other lenders under the Credit Agreement from time to time, as amended, restated or modified from time to time (collectively, the "Lenders")
