REGISTRATION RIGHTS AGREEMENT by and among Asbury Automotive Group, Inc., the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC Dated as of October 28, 2015Registration Rights Agreement • October 28th, 2015 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 28, 2015, by and among Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature pages hereto (each a “Guarantor” and collectively, the “Guarantors”), and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase from the Company $200,000,000 in aggregate principal amount of the Company’s 6.0% Senior Subordinated Notes due 2024 (the “Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”), pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein together referred to as the “Securities.”
ContractSecond Supplemental Indenture • October 28th, 2015 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 28, 2015, among Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed on Schedule I hereto (the “Guarantors”) and The U.S. Bank National Association, as trustee (or its permitted successor) under the Indenture referred to below (the “Trustee”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Indenture (as defined below).
