0001104659-05-011093 Sample Contracts

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FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT
Shareholders Agreement • March 15th, 2005 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Delaware

This first amendment to the Shareholders Agreement (as defined below), dated as of March 19, 2004 (this “Amendment”), is made among Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), Asbury Automotive Holdings L.L.C., a Delaware limited liability company (“AAH”) and the other stockholders listed on the signature pages hereto.

Contract
Shareholders Agreement • March 15th, 2005 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Delaware

SHAREHOLDERS AGREEMENT dated as of March 1, 2002 (this “Agreement”), among ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (the “Company”), ASBURY AUTOMOTIVE HOLDINGS L.L.C., a Delaware limited liability company (“AAH”), and the other stockholders listed on the signature pages hereto (collectively, the “Specified Shareholders” and, together with AAH, the “Shareholders”).

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