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.

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 21, 2004, among the Subsidiaries of the Company (as defined below) listed on Schedule II hereto (the “Guaranteeing Subsidiaries”), Asbury Automotive Group, Inc., a...
First Supplemental Indenture • March 15th, 2005 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York

The following schedule lists each Guaranteeing Subsidiary becoming a Guarantor under the Indenture pursuant to the Supplemental Indenture to which this Schedule II is attached:

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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