AWARD AGREEMENTAward Agreement • February 21st, 2013 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Delaware
This Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of a number of (i) Shares that are subject to certain restrictions on transfer and risks of forfeiture and other terms and conditions specified herein (“Restricted Shares”) and/or (ii) performance share units (“PSUs” and, together with the terms and conditions of the award, the “Performance Award”) that are subject to the terms and conditions specified herein, and in either such case that are granted to the Grantee under the Asbury Automotive Group, Inc. 2012 Equity Incentive Plan (the “Plan”) (in either such case, or together, if applicable, the “Award”). Each PSU represents the right to receive one Share upon the vesting of such PSU.
ContractThird Supplemental Indenture • February 21st, 2013 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 15, 2013, among Asbury Atlanta VB L.L.C., Avenue Motors, LTD, Asbury-Deland Imports, L.L.C., Asbury CH Motors LLC, Bayway Financial Services, L.P., CFP Motors L.L.C., CH Motors L.L.C., CHO Partnership, LTD, CN Motors L.L.C., C&O Properties, LTD, CP-GMC Motors L.L.C., Tampa Hund, L.P., Tampa Kia, L.P., Tampa LM, L.P., Tampa Mit, L.P., WMZ Motors, L.P., and WTY Motors, L.P. (the “Guaranteeing Subsidiaries”), Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).
ContractSeverance Agreement • February 21st, 2013 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Georgia
This Agreement is entered into as of April 16, 2012 (the “Effective Date”) between Asbury Automotive Group, Inc. (“Asbury”) and George Villasana (“Executive”), a key employee of Asbury, in order to provide for an agreed-upon compensation in the event that Executive's employment is terminated following a Change in Control as defined in this agreement.
ContractSupplemental Indenture • February 21st, 2013 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 15, 2013, among Asbury Atlanta VB L.L.C., Avenue Motors, LTD, Asbury-Deland Imports, L.L.C., Asbury CH Motors, LLC, Bayway Financial Services, L.P., CFP Motors L.L.C., CH Motors L.L.C., CHO Partnership, LTD, CN Motors L.L.C., C&O Properties, LTD, CP-GMC Motors L.L.C., Tampa Hund, L.P., Tampa Kia, L.P., Tampa LM, L.P., Tampa Mit, L.P., WMZ Motors, L.P., and WTY Motors, L.P. (collectively, the “Guaranteeing Subsidiaries”), Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee under the Indenture referred to below (the “Trustee”).
