ContractFirst Supplemental Indenture • October 26th, 2021 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 3, 2021, among Asbury CO HG, LLC, a Delaware limited liability company, Asbury Noblesville CDJR, LLC, a Delaware limited liability company, Asbury Greeley SUB, LLC, a Delaware limited liability company, Asbury CO GEN, LLC, a Delaware limited liability company, and Asbury Risk Services, LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), 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”).
REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • October 26th, 2021 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Utah
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of this September 28, 2021 (the “Effective Date”), by and among MILLER FAMILY REAL ESTATE, L.L.C., a Utah limited liability company, dba Larry H. Miller Real Estate, and LARRY H. MILLER CORPORATION – BOISE, a Utah corporation as a seller as to a single Property as more particularly described below in Section 4(i) (collectively in the singular as “Seller”); ASBURY AUTOMOTIVE GROUP, L.L.C. or an indirect wholly-owned subsidiary (“Purchaser”); and solely for purposes of Section 7, THE GAIL MILLER GST TRUST, DATED AS OF DECEMBER 1, 2019 (“Parent Guarantor”). Seller and Purchaser are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
PURCHASE AGREEMENT AMONG ASBURY AUTOMOTIVE GROUP, L.L.C., THE LAC OWNERS, THE LCA OWNERS, THE LCC OWNERS LHM AUTO ULTIMATE HOLDINGS, LLC, AS THE OWNERS REPRESENTATIVE AND THE GAIL MILLER GST TRUST, DATED AS OF DECEMBER 1, 2019 DATED AS OF SEPTEMBER...Purchase Agreement • October 26th, 2021 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Delaware
PURCHASE AGREEMENT AMONG ASBURY AUTOMOTIVE GROUP, L.L.C., LHM AUTO ULTIMATE HOLDINGS, LLC, LANDCAR MANAGEMENT, LTD, MILLER FAMILY REAL ESTATE, L.L.C., LANDCAR CASUALTY COMPANY, LANDCAR AGENCY, INC., LANDCAR ADMINISTRATION COMPANY, AND THE GAIL MILLER...Purchase Agreement • October 26th, 2021 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Delaware
TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Defined Terms 2 1.2 Additional Defined Terms 22 1.3 Interpretation 25 ARTICLE II THE TRANSACTIONS 26 2.1 Purchase and Sale 26 2.2 Estimated Closing Statement 27 2.3 Closings; Closing Dates 27 2.4 Parent Deliverables 27 2.5 Buyer Deliverables 29 2.6 Post-Closing Statement 30 ARTICLE III REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES 33 3.1 Organization 33 3.2 No Conflict 33 3.3 Capitalization 34 3.4 Investments 34 3.5 Financial Statements 35 3.6 Absence of Undisclosed Liabilities 36 3.7 Absence of Certain Changes or Events 36 3.8 Assets 36 3.9 Real Property 36 3.1 Specified Contracts 37 3.11 Intellectual Property 39 3.12 Data Protection Requirements 40 3.13 Proceedings 41 3.14 Compliance with Laws; Specified Permits 41 3.15 Benefit Plans 42 3.16 Labor Matters 44 3.17 Tax Matters 46 3.18 Insurance 47 3.19 Environmental 47 3.2 Material Suppliers and Customers of Dealership Businesses 49 3.21 Manufacturers 49 3.22 Rights of Fi
