CREDIT AGREEMENT Dated as of October 14, 2011 among ASBURY AUTOMOTIVE GROUP, INC., as a Borrower, and CERTAIN OF ITS SUBSIDIARIES, as Vehicle Borrowers BANK OF AMERICA, N.A., as Administrative Agent, Revolving Swing Line Lender, New Vehicle Floorplan...Credit Agreement • October 18th, 2011 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 14, 2011, among ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto as New Vehicle Borrowers pursuant to Section 2.24 (each a “New Vehicle Borrower” and collectively with the Used Vehicle Borrowers (defined below), the “Vehicle Borrowers”), certain Subsidiaries of the Company party hereto as Used Vehicle Borrowers pursuant to Section 2.25 (each a “Used Vehicle Borrower”, and collectively with the Company, the “Used Vehicle Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Revolving Swing Line Lender, New Vehicle Floorplan Swing Line Lender, Used Vehicle Floorplan Swing Line Lender and an L/C Issuer. The Vehicle Borrowers, including the Company in its capacity as Borrower under the Revolving Credit Facility, are referred to collectively as
COMPANY GUARANTY AGREEMENTCompany Guaranty Agreement • October 18th, 2011 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
THIS COMPANY GUARANTY AGREEMENT dated as of October 14, 2011 (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.
SEVERANCE PAY AGREEMENT FOR KEY EMPLOYEESeverance Pay Agreement • October 18th, 2011 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Georgia
This Agreement is entered into as of July 27, 2011 (the “Effective Date”) between Asbury Automotive Group, Inc. (“Asbury”) and Scott Krenz (“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.
SECURITY AGREEMENTSecurity Agreement • October 18th, 2011 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
THIS SECURITY AGREEMENT dated as of October 14, 2011 (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 • October 18th, 2011 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
THIS ESCROW AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of October 14, 2011 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.
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • October 18th, 2011 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
THIS SUBSIDIARY GUARANTY AGREEMENT dated as of October 14, 2011 (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.
