Exhibit 4.7


 


 


THIRD SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of December 7, 2004,
among the Subsidiaries of the Company (as defined below) listed on
Schedule II hereto (the “Guaranteeing Subsidiaries”), Asbury
Automotive Group, Inc., a Delaware corporation (the “Company”), the
other Guarantors (as defined in the Indenture referred to herein) and The Bank
of New York, as trustee under the indenture referred to below (the “Trustee”).


WITNESSETH


WHEREAS, the Company has
heretofore executed and delivered to the Trustee  an indenture, dated as of June 5, 2002
(as amended, supplemented and otherwise modified by the First Supplemental
Indenture dated as of March 19, 2003, the “Indenture”), providing for
the issuance of 9% Senior Subordinated Notes due 2012 (the “Notes”);


WHEREAS, the Indenture
provides that under certain circumstances the Guaranteeing Subsidiaries shall
execute and deliver to the Trustee a supplemental indenture pursuant to which
each Guaranteeing Subsidiary shall unconditionally guarantee all of the
Company’s Obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the “Subsidiary Guarantee”); and


WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver
this Supplemental Indenture.


NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Company, the
Guaranteeing Subsidiaries, the other Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Notes as follows:


1.             CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


2.             AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary
hereby agrees as follows:


(a)           Along with all Guarantors named in
the Indenture, to jointly and severally Guarantee to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, the Notes or the obligations of the Company hereunder
or thereunder, that:


(i)            the principal of and interest on the
Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other obligations of the
Company to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and





















 


(ii)           in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be jointly
and severally obligated to pay the same immediately.


(b)           The obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
the Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of a guarantor.


(c)           The following is hereby waived:
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands
whatsoever.


(d)           This Subsidiary Guarantee shall not
be discharged except by complete performance of the obligations contained in
the Notes and the Indenture, and such Guaranteeing Subsidiary accepts all
obligations of a Guarantor under the Indenture.


(e)           If any Holder or the Trustee is
required by any court or otherwise to return to the Company, the Guarantors, or
any Custodian, Trustee, liquidator or other similar official acting in relation
to either the Company or the Guarantors, any amount paid by either to the
Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.


(f)            Such Guaranteeing Subsidiary shall
not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby.


(g)           As between the Guarantors, on the one
hand, and the Holders and the Trustee, on the other hand, (x) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article 6
of the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such obligations as provided in Article 6 of the
Indenture, such obligations (whether or not due and payable) shall forthwith
become due and payable by the Guarantors for the purpose of this Subsidiary
Guarantee.


2





















 


(h)           The Guarantors shall have the right
to seek contribution from any non-paying Guarantor so long as the exercise of
such right does not impair the rights of the Holders under the Guarantee.


(i)            Pursuant to Section 10.02 of the
Indenture, after giving effect to any maximum amount and any other contingent
and fixed liabilities that are relevant under any applicable Bankruptcy or
fraudulent conveyance laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under
Article 10 of the Indenture, this new Subsidiary Guarantee shall be limited to
the maximum amount permissible such that the obligations of such Guarantor
under this Subsidiary Guarantee will not constitute a fraudulent transfer or
conveyance.


3.             EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary
agrees that the Subsidiary Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guarantee.


4.             GUARANTEEING SUBSIDIARIES MAY CONSOLIDATE, ETC. ON
CERTAIN TERMS.


(a)           No Guaranteeing Subsidiary may sell
or otherwise dispose of all or substantially all of its assets to or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another corporation, Person or entity whether or not
affiliated with such Guarantor unless:


either


(i)


(A)          the
Person acquiring the property in any such sale or disposition or the Person
formed by or surviving any such consolidation or merger, if other than such
Guarantor, assumes all the obligations of that Guarantor under the Indenture,
its Guarantee and, if the Exchange Offer has not been consummated or Special
Interest remains due and owing, under the Registration Rights Agreement
pursuant to a supplemental indenture in form and substance reasonably
satisfactory to the Trustee and completes all other required documentation; or


(B)           the
Net Proceeds, if any, of such sale or other disposition are applied in
accordance with the provisions of described in the third paragraph of
Section 4.10 of this Indenture; and


(ii)           immediately after giving effect to
such transaction, no Default exists.


(b)           In case of any such consolidation,
merger, sale or conveyance and upon the assumption by the successor
corporation, by supplemental


3





















 


indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of the Indenture to be
performed by the Guarantor, such successor corporation shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor corporation thereupon may cause to be
signed any or all of the Subsidiary Guarantees to be endorsed upon all of the
Notes issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Trustee. All the Subsidiary Guarantees so issued
shall in all respects have the same legal rank and benefit under the Indenture
as the Subsidiary Guarantees theretofore and thereafter issued in accordance
with the terms of the Indenture as though all of such Subsidiary Guarantees had
been issued at the date of the execution hereof.


(c)           Except as set forth in Articles 4 and
5 and Section 11.05 of Article 11 of the Indenture, and notwithstanding clauses
(a) and (b) above, nothing contained in the Indenture or in any of the Notes
shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.


5.             RELEASES.


(a)           In the event of a sale or other
disposition of all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all to the
capital stock of any Guarantor, in each case to a Person that is not (either
before or after giving effect to such transaction) a Restricted Subsidiary of
the Company, then such Guarantor (in the event of a sale or other disposition,
by way of merger, consolidation or otherwise, of all of the capital stock of
such Guarantor) or the corporation acquiring the property (in the event of a
sale or other disposition of all or substantially all of the assets of such
Guarantor) will be released and relieved of any obligations under its
Subsidiary Guarantee; provided that the Net Proceeds, if any, of such sale or
other disposition are applied in accordance with the applicable provisions of
the Indenture, including without limitation Section 4.10 of the Indenture.
Upon delivery by the Company to the Trustee of an Officers’ Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made
by the Company in accordance with the provisions of the Indenture, including
without limitation Section 4.10 of the Indenture, the Trustee shall
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Note Guarantee.


(b)           Any Guarantor not released from its
obligations under its Subsidiary Guarantee shall remain liable for the full
amount of principal of and interest on the Notes and for the other obligations
of any Guarantor under the Indenture as provided in Article 11 of the
Indenture.


4





















 


6.             NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, stockholder or agent of any
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.


7.             NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


8.             INDENTURE.  Except
as expressly amended hereby, the Indenture shall continue in full force and
effect in accordance with the provisions thereof as in existence on the date
hereof.  This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every Holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby.


9.             COUNTERPARTS. The parties may sign any number of copies
of this Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement.


10.           EFFECT OF HEADINGS. The Section
headings herein are for convenience only and shall not affect the construction
hereof.


11.           THE TRUSTEE. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Guarantors and
the Company.


5





















 


IN WITNESS WHEREOF, the
parties hereto have caused this Supplemental Indenture to be duly executed, all
as of the date first above written.


SIGNATURES




	
  ASBURY AUTOMOTIVE GROUP, INC.

  
	
  By: 

  	
  /s/ J. Gordon Smith

  
	
   

  	
  Name:  J.
  Gordon Smith

  Title:  Senior Vice President & CFO

  
	
   

  	
   

  
	
  EACH GUARANTOR
  LISTED ON SCHEDULE I HERETO

  
	
  By: 

  	
  /s/ J. Gordon Smith

  
	
   

  	
  Name:  J.
  Gordon Smith

  Title:  Vice President

  
	
   

  	
   

  
	
  EACH
  GUARANTEEING SUBSIDIARY LISTED ON SCHEDULE  II HERETO

  
	
  By: 

  	
  /s/ J. Gordon Smith

  
	
   

  	
  Name:  J.
  Gordon Smith

  Title:  Vice President

  
	
   

  	
   

  
	
  THE BANK OF NEW YORK

  
	
  By: 

  	
  /s/ Geovanni Barris

  
	
   

  	
  Name: 
  Geovanni Barris

  Title:  Vice President

  
				






 


6





















 


Schedule I


 


SCHEDULE OF GUARANTORS


The following schedule
lists each Guarantor as of December 23, 2003, the date of the Second Supplement
Indenture, omitting certain entities that were dissolved or sold after that
date:


	
   

  	
  Asbury Automotive Group Holdings, Inc.

  
	
   

  	
  Asbury Automotive Group L.L.C.

  
	
   

  	
  Asbury Automotive Management L.L.C.

  
	
   

  	
  Asbury Automotive Financial Services, Inc.

  
	
   

  	
  Asbury Automotive Arkansas L.L.C.

  
	
   

  	
  Asbury Automotive Arkansas Dealership Holdings
  L.L.C.

  
	
   

  	
  NP FLM L.L.C.

  
	
   

  	
  NP VKW L.L.C.

  
	
   

  	
  Prestige TOY L.L.C.

  
	
   

  	
  Premier NSN L.L.C.

  
	
   

  	
  NP MZD L.L.C.

  
	
   

  	
  Prestige Bay L.L.C.

  
	
   

  	
  Premier PON L.L.C.

  
	
   

  	
  Escude NN L.L.C.

  
	
   

  	
  Escude T L.L.C.

  
	
   

  	
  Escude M L.L.C.

  
	
   

  	
  Escude NS L.L.C.

  
	
   

  	
  Escude MO L.L.C.

  
	
   

  	
  Asbury MS Metro L.L.C.

  
	
   

  	
  Asbury MS Gray-Daniels L.L.C.

  
	
   

  	
  Asbury Automotive Atlanta LLC

  
	
   

  	
  Asbury Atlanta HON LLC

  
	
   

  	
  Asbury Atlanta Chevrolet LLC

  
	
   

  	
  Asbury Atlanta LEX, LLC

  
	
   

  	
  Asbury Atlanta AC LLC

  
	
   

  	
  Atlanta Real Estate Holdings LLC

  
	
   

  	
  Asbury Atlanta Jaguar L.L.C.

  
	
   

  	
  Spectrum Insurance Services L.L.C.

  
	
   

  	
  Asbury Atlanta AU L.L.C.

  
	
   

  	
  Asbury Atlanta Infiniti L.L.C.

  
	
   

  	
  Asbury Automotive Jacksonville GP, L.L.C.

  
	
   

  	
  Asbury Automotive Jacksonville, L.P.

  
	
   

  	
  Asbury Jax Holdings, L.P.

  
	
   

  	
  Asbury Jax Management L.L.C.

  
	
   

  	
  Coggin Automotive Corp

  
	
   

  	
  CP-GMC Motors Ltd

  
	
   

  	
  CH Motors Ltd

  
	
   

  	
  CN Motors Ltd

  



 


I-1





















 


	
   

  	
  CFP Motors Ltd

  
	
   

  	
  Avenues Motors Ltd

  
	
   

  	
  CHO Partnership Ltd

  
	
   

  	
  ANL, L.P.

  
	
   

  	
  Bayway Financial Services, L.P.

  
	
   

  	
  Coggin Management, L.P.

  
	
   

  	
  C&O Properties Ltd

  
	
   

  	
  Asbury Automotive Central Florida, L.L.C.

  
	
   

  	
  CK Chevrolet L.L.C.

  
	
   

  	
  CK Motors, L.L.C.

  
	
   

  	
  Asbury Automotive Deland, L.L.C.

  
	
   

  	
  AF Motors, L.L.C.

  
	
   

  	
  ALM Motors, L.L.C.

  
	
   

  	
  Asbury Deland Imports 2 LLC

  
	
   

  	
  Asbury Deland Imports LLC

  
	
   

  	
  Coggin Cars L.L.C.

  
	
   

  	
  Coggin Chevrolet L.L.C.

  
	
   

  	
  CSA Imports L.L.C.

  
	
   

  	
  KP Motors L.L.C.

  
	
   

  	
  HFP Motors L.L.C.

  
	
   

  	
  Asbury Automotive Mississippi L.L.C.

  
	
   

  	
  Asbury MS Wimber L.L.C.

  
	
   

  	
  Crown GPG L.L.C.

  
	
   

  	
  Crown GBM L.L.C.

  
	
   

  	
  Crown GAU L.L.C.

  
	
   

  	
  Crown GKI L.L.C.

  
	
   

  	
  Crown GMI L.L.C.

  
	
   

  	
  Crown GDO L.L.C.

  
	
   

  	
  Crown GNI L.L.C.

  
	
   

  	
  Crown GHO L.L.C.

  
	
   

  	
  Crown GAC L.L.C.

  
	
   

  	
  Crown CHH L.L.C.

  
	
   

  	
  Crown CHV L.L.C.

  
	
   

  	
  Crown RIA L.L.C.

  
	
   

  	
  Crown RIB L.L.C.

  
	
   

  	
  Crown Motorcar Company L.L.C.

  
	
   

  	
  Crown GVO L.L.C.

  
	
   

  	
  Crown FFO L.L.C.

  
	
   

  	
  Asbury Automotive North Carolina L.L.C.

  
	
   

  	
  Asbury
  Automotive North Carolina Management L.L.C.

  
	
   

  	
  Asbury
  Automotive North Carolina Real Estate Holdings L.L.C.

  
	
   

  	
  Asbury
  Automotive North Carolina Dealership Holdings L.L.C.

  
	
   

  	
  Crown Raleigh L.L.C.

  



 


I-2





















 


	
   

  	
  Crown Fordham L.L.C.

  
	
   

  	
  Camco Finance L.L.C.

  
	
   

  	
  Camco Finance II L.L.C.

  
	
   

  	
  Crown FFO Holdings L.L.C.

  
	
   

  	
  Crown FDO L.L.C.

  
	
   

  	
  Crown Acura/Nissan L.L.C.

  
	
   

  	
  Crown Battleground, LLC

  
	
   

  	
  Crown Dodge, LLC

  
	
   

  	
  Crown Honda, LLC

  
	
   

  	
  Crown Honda-Volvo, LLC

  
	
   

  	
  Crown Mitsubishi, LLC

  
	
   

  	
  Crown Royal Pontiac, LLC

  
	
   

  	
  RER Properties, LLC

  
	
   

  	
  RWIJ Properties, LLC

  
	
   

  	
  Thomason FRD LLC

  
	
   

  	
  Thomason HON LLC

  
	
   

  	
  Thomason NISS LLC

  
	
   

  	
  Thomason HUND LLC

  
	
   

  	
  Thomason MAZ LLC

  
	
   

  	
  Thomason ZUK LLC

  
	
   

  	
  Thomason TY LLC

  
	
   

  	
  Thomason DAM LLC

  
	
   

  	
  Damerow Ford Co.

  
	
   

  	
  Asbury Automotive Oregon LLC

  
	
   

  	
  Asbury Automotive Oregon Management LLC

  
	
   

  	
  Thomason Auto Credit Northwest, Inc.

  
	
   

  	
  Thomason Outfitters L.L.C.

  
	
   

  	
  Thomason SUZU L.L.C.

  
	
   

  	
  Asbury Automotive St. Louis L.L.C.

  
	
   

  	
  Asbury St. Louis Lex L.L.C.

  
	
   

  	
  Asbury St. Louis Cadillac L.L.C.

  
	
   

  	
  Asbury St. Louis Gen L.L.C.

  
	
   

  	
  Asbury Automotive Tampa GP L.L.C.

  
	
   

  	
  Asbury Automotive Tampa, L.P.

  
	
   

  	
  Asbury Tampa Management L.L.C.

  
	
   

  	
  Tampa LM L.P.

  
	
   

  	
  Tampa Hund L.P.

  
	
   

  	
  Tampa KIA L.P.

  
	
   

  	
  Tampa Mit L.P.

  
	
   

  	
  Tampa Suzu L.P. 

  
	
   

  	
  WMZ Motors L.P.

  
	
   

  	
  WMZ Brandon Motors L.P.

  
	
   

  	
  WTY Motors L.P.

  



 


I-3





















 


	
   

  	
  Asbury Automotive Brandon L.P.

  
	
   

  	
  Precision Enterprises Tampa, Inc.

  
	
   

  	
  Precision Nissan, Inc.

  
	
   

  	
  Precision Computer Services, Inc.

  
	
   

  	
  Precision Motorcars, Inc.

  
	
   

  	
  Precision Infiniti, Inc.

  
	
   

  	
  Dealer Profit Systems L.L.C.

  
	
   

  	
  McDavid Plano - Acra LP

  
	
   

  	
  McDavid Houston - Kia LP

  
	
   

  	
  McDavid Austin - Acra LP

  
	
   

  	
  McDavid Irving - Hon LP

  
	
   

  	
  McDavid Irving - PB&G LP

  
	
   

  	
  McDavid Houston - Niss LP

  
	
   

  	
  Plano Lincoln-Mercury, Inc

  
	
   

  	
  McDavid Irving-Zuk, LP

  
	
   

  	
  McDavid Houston-Olds, LP

  
	
   

  	
  Asbury Texas Management, LLC

  
	
   

  	
  McDavid Grande, LP

  
	
   

  	
  McDavid Outfitters, LP

  
	
   

  	
  McDavid Auction, L.P.

  
	
   

  	
  Asbury Automotive Texas, LLC

  
	
   

  	
  Asbury Automotive Texas Holdings, LLC

  
	
   

  	
  McDavid Communications, L.P.

  
	
   

  	
  McDavid Frisco-Hon, L.P.

  
	
   

  	
  Crown GCA
  L.L.C.

  
	
   

  	
  Crown GCH
  L.L.C.

  
	
   

  	
  Crown CHO
  L.L.C.

  
	
   

  	
  Thomason
  Pontiac-GMC L.L.C.

  
	
   

  	
  Asbury
  Automotive Fresno L.L.C.

  
	
   

  	
  Asbury Fresno Imports L.L.C.

  
	
   

  	
  Asbury MS
  Yazoo L.L.C.

  
	
   

  	
  Asbury
  Atlanta VL L.L.C.

  
	
   

  	
  Asbury
  Atlanta BM L.L.C.

  
	
   

  	
  Asbury
  Automotive Southern California L.L.C.

  
	
   

  	
  Crown SNI
  L.L.C.

  
	
   

  	
  Crown SJC
  L.L.C.

  
	
   

  	
  Asbury
  Arkansas Hund L.L.C.

  
	
   

  	
  BFP
  Motors L.L.C.

  
	
   

  	
  Asbury So
  Cal Hon L.L.C.

  
	
   

  	
  Asbury So
  Cal DC L.L.C.

  



 


I-4





















 


Schedule II


 


SCHEDULE OF
GUARANTEEING SUBSIDIARIES


The following schedule
lists each Guaranteeing Subsidiary becoming a Guarantor under the Indenture
pursuant to the Supplemental Indenture to which this Schedule II is
attached:


	
   

  	
  Asbury
  Sacramento Imports L.L.C.

  
	
   

  	
  Asbury So
  Cal Niss L.L.C.

  
	
   

  	
  Asbury No
  Cal Niss L.L.C.

  
	
   

  	
  Asbury So
  Cal Toy L.L.C.

  
	
   

  	
  Spirit
  Automotive Group L.L.C.

  



 


II-1