ContractCredit Agreement • August 8th, 2013 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
AMENDED AND RESTATED CREDIT AGREEMENTDated as of August 8, 2013amongASBURY AUTOMOTIVE GROUP, INC.,as a Borrower,andCERTAIN OF ITS SUBSIDIARIES,as Vehicle BorrowersBANK OF AMERICA, N.A., as Administrative Agent, Revolving Swing Line Lender, New Vehicle Floorplan Swing Line Lender and Used Vehicle Floorplan Swing Line Lender and an L/C Issuer,andThe Other Lenders Party HeretoJPMORGAN CHASE BANK, N.A.andWELLS FARGO BANK, N.A., as Co-Syndication Agents TOYOTA MOTOR CREDIT CORPORATIONandMERCEDES-BENZ FINANCIAL SERVICES USA LLC,as Co-Documentation Agents MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,asSole Lead Arranger and Sole Book Manager
AMENDED AND RESTATED COMPANY GUARANTY AGREEMENTCompany Guaranty Agreement • August 8th, 2013 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
THIS AMENDED AND RESTATED COMPANY GUARANTY AGREEMENT dated as of August 8, 2013 (this “Company Guaranty Agreement”), is entered into between ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (the “Guarantor” or the “Company”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for each of the Secured Parties (as defined in the Credit Agreement referenced below). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • August 8th, 2013 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT dated as of August 8, 2013 (this “Guaranty Agreement”), is entered into among EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (each a “Guarantor” and collectively the “Guarantors”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for each of the Secured Parties (as defined in the Credit Agreement referenced below). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • August 8th, 2013 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT dated as of August 8, 2013 (this “Security Agreement”) is being entered into among ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (the “Company”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (each a “Grantor” and, together with the Company, collectively, the “Grantors”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for each of the Secured Parties (as defined in the Credit Agreement referenced) below.
ESCROW AND SECURITY AGREEMENTEscrow and Security Agreement • August 8th, 2013 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
THIS AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of August 8, 2013 by ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (the “Company” and a “Grantor”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (each a “Grantor”, and collectively with the Company, the “Grantors”), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (the “Administrative Agent”) for each of the Secured Parties (as defined in the Credit Agreement referenced below). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement.
