0001193125-09-055555 Sample Contracts

SEVERANCE PAY AGREEMENT FOR KEY EMPLOYEE
Severance Pay Agreement • March 16th, 2009 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York

Reference is made to that certain agreement (the “Agreement”) entered into as of August 1, 2006 between Asbury Automotive Group, Inc. and its subsidiaries and affiliates (“Asbury”) and Keith Style (“Executive”), a key employee of Asbury, which provides for an agreed-upon compensation in the event that there is a Termination (as defined below) of Executive’s employment with Asbury. The parties hereto agree to amend and restate such Agreement as hereinafter provided.

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LIMITED WAIVER
Limited Waiver • March 16th, 2009 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York

This LIMITED WAIVER (this “Agreement”), effective as of March 12, 2009, is entered into by and among Asbury Automotive Group, Inc. (the “Borrower”), each of the subsidiaries of the Borrower listed on the signature pages hereof (the “Guarantors”), each of the Lenders listed on the signature pages hereof (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (the “Agent”).

LIMITED WAIVER
Limited Waiver • March 16th, 2009 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations

This Limited Waiver (this “Agreement”) dated as of March 12, 2009 is made by and among ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement referred to below) (in such capacity, the “Administrative Agent”), and as Swing Line Lender and L/C Issuer, each of the Lenders under such Credit Agreement signatory hereto, and each of the Subsidiary Guarantors (as defined in the Credit Agreement) signatory hereto.

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