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 December 4, 2014Registration Rights Agreement • December 4th, 2014 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 4, 2014, 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase from the Company $400,000,000 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.”
ASBURY AUTOMOTIVE GROUP, INC. and each of the Guarantors named herein 6.0% SENIOR SUBORDINATED NOTES DUE 2024 INDENTURE Dated as of December 4, 2014 U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • December 4th, 2014 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
INDENTURE dated as of December 4, 2014 among Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed on Schedule I hereto (collectively, the “Guarantors”) and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
SEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 4th, 2014 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York
SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 4, 2014, among Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • December 4th, 2014 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Agreement”) dated as of December 4, 2014 (the “Effective Date”) is made by and among ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (the “Company” and a “Borrower”), the New Vehicle Borrowers, the Used Vehicle Borrowers, 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 Revolving Swing Line Lender, New Vehicle Floorplan Swing Line Lender, Used Vehicle Floorplan Swing Line Lender and an L/C Issuer, each of the Lenders under such Credit Agreement signatory hereto, and each of the other Loan Parties (as defined in the Credit Agreement) signatory hereto.
