0001144980-19-000139 Sample Contracts

ASBURY AUTOMOTIVE GROUP, INC. 2019 EQUITY AND INCENTIVE COMPENSATION PLAN AWARD AGREEMENT
Award Agreement • October 30th, 2019 • 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 under the Asbury Automotive Group, Inc. 2019 Equity and Incentive Compensation Plan (the “Plan”) of a number of (i) Restricted Share Units (“RSUs”) and/or (ii) Performance Share Units (“PSUs”) that are subject to the terms and conditions specified herein, and in either such case that are granted to the Grantee under the Plan (in either such case, or together, if applicable, the “Award”). Each RSU and each PSU represents the right to receive one Common Share upon the vesting of such RSU or PSU, as applicable.

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Contract
Eighth Supplemental Indenture • October 30th, 2019 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York

EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 14, 2019, among Asbury IN TOY, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).

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