Exhibit
4.10


 


EXECUTION COPY


 


SHAREHOLDERS
AGREEMENT dated as of March 1, 2002 (this “Agreement”), among ASBURY
AUTOMOTIVE GROUP, INC., a Delaware corporation (the “Company”), ASBURY
AUTOMOTIVE HOLDINGS L.L.C., a Delaware limited liability company (“AAH”), and
the other stockholders listed on the signature pages hereto (collectively, the “Specified
Shareholders” and, together with AAH, the “Shareholders”).


 


Preliminary Statements


 


WHEREAS, the
Shareholders were members of Asbury Automotive Group L.L.C., a Delaware limited
liability company (“Oldco”), and are parties to the LLC Agreement (as defined
below); and


 


WHEREAS, the
LLC Agreement provided for the IPO (as defined below) and the execution of this
Agreement by the Shareholders and the Company; and


 


WHEREAS, the
Company, as successor to Oldco, currently intends to consummate the IPO.


 


NOW THEREFORE,
in consideration of the premises and the covenants and agreements contained
herein, the parties hereto agree as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01.  Definition of Certain Terms Used Herein.  (a) As used herein, the following terms
shall have meanings specified below:


 


“Affiliate”
shall mean, with respect to any person, any other person that directly or
indirectly through one or more intermediaries controls or is controlled by or
is under common control with such person. 
For the purposes of this definition, “control” when used with respect to
any particular person, means the power to direct the management and policies of
such person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“AAH Matter”
shall mean any matter brought before a Shareholders Meeting and proposed or
sponsored by AAH to be acted upon by the stockholders of the Company at such
Shareholders Meeting.


 





















 


“AAH
Nominee” shall mean any person nominated by AAH for election as a director
to the Board of Directors.


 


“beneficial
owner” shall have the meaning assigned to such term in Rule 13d-3 under the
Exchange Act.


 


“Blackout
Period” shall have the meaning specified in Section 5.01(b).


 


“Board of
Directors” shall mean the Board of Directors of the Company.


 


“Claims”
shall have the meaning specified in Section 5.06(a).


 


“Common
Stock” shall mean the common stock, par value $0.01 per share, of the
Company.


 


“Dealer
Nominee” shall mean any person nominated by the holders of a majority of
the Shares held by the Specified Shareholders for election as a director to the
Board of Directors, provided such person is reasonably acceptable to AAH.  AAH agrees that each of the individuals set
forth on Schedule I is an acceptable Dealer Nominee so long as such
individual continues to be employed by the Company or an Affiliate of the
Company.


 


“Demand
Holder” shall mean (i) AAH or (ii) a Majority in Interest of the
Specified Shareholders .


 


“Demand
Number” shall mean (i) with respect to AAH, five and (ii) with respect
to the Specified Shareholders, two; provided that if a Triggering Event
occurs and if the Voting Termination Date has not occurred, the Demand Number
with respect to the Specified Shareholders shall be three; provided, further,
that if a Triggering Event is no longer continuing or if the Voting Termination
Date occurs, the Specified Shareholders’ Demand Number shall revert to
two.  Each Specified Shareholder shall be
deemed to have exercised a Demand Request if a Majority in Interest of the
Specified Shareholders make a Demand Request.


 


“Demand
Period” shall have the meaning specified in Section 5.01(a).


 


“Demand
Registration” shall have the meaning specified in Section 5.01(a).


 


“Demand
Request” shall have the meaning specified in Section 5.01(a).


 


“Directors” shall mean members of the
Board of Directors.


 


“DGCL”
shall mean the Delaware General Corporation Law, as amended.


 


“Effective
Period” shall have the meaning specified in Section 5.04(a)(iii).


 


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“Effective
Time” shall mean one hour prior to the time at which the IPO is
consummated.


 


“Election
Meeting” shall mean any Shareholders Meeting relating to the election of
Directors to the Board of Directors.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder.


 


“Exercising
Demand Holder” shall mean a Demand Holder who has exercised a Demand
Request that it is entitled to exercise under the terms of this Agreement
(together with any Subsidiary Holder thereof whose shares are included in such
Demand Request).  If a Majority in
Interest of the Specified Shareholders make a Demand Request, each Specified
Shareholder participating in such Demand Request shall be deemed an Exercising
Demand Holder.


 


“Governmental
Entity” shall mean any Federal, state or local government or any court,
administrative or regulatory agency or commission or other governmental
authority or agency, domestic or foreign.


 


“Inspectors”
shall have the meaning specified in Section 5.04(a)(iv).


 


“IPO”
shall have the meaning assigned to such term in the LLC Agreement.


 


“Liens”
shall mean any pledges, claims, liens, charges, encumbrances or security
interests of any kind or nature whatsoever.


 


“LLC
Agreement” shall mean the Third Amended and Restated Limited Liability
Company Agreement of Asbury Automotive Group L.L.C. dated as of February 1,
2000, among AAH and the Specified Shareholders.


 


“Majority
in Interest of the Specified Shareholders” shall mean the Specified
Shareholders who, at the time in question, hold (together with their Subsidiary
Holders) Shares aggregating more than 50% of all Shares held by all Specified
Shareholders (together with their Subsidiary Holders).


 


“Material
Transaction” shall have the meaning specified in Section 5.01(b).


 


“Maximum
Number” shall have the meaning specified in Section 5.02(b).


 


“Other
Holder” shall have the meaning specified in Section 5.02(b).


 


“Other
Matter” shall mean any matter (including the election of directors to the
Board of Directors) brought before a Shareholders Meeting and proposed or
sponsored by a person other than AAH, to be acted upon by the stockholders of
the Company.


 


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“Piggy Back
Registration” shall have the meaning specified in Section 5.02(a).


 


“Piggy Back
Request” shall have the meaning specified in Section 5.02(a).


 


“Records”
shall have the meaning specified in Section 5.04(a)(iv).


 


“Registered
Shares” shall have the meaning specified in Section 5.04(a)(xvii).


 


“Registration”
shall have the meaning specified in Section 5.02(a).


 


“Registration
Expenses” shall have the meaning specified in Section 5.05.


 


“SEC”
shall mean the United States Securities and Exchange Commission or any other
United States federal agency at the time administering the Securities Act or
the Exchange Act, as applicable, whichever is the relevant statute.


 


“Securities
Act” shall mean the Securities Act of 1933 and the rules and
regulations thereunder.


 


“Shareholders
Meeting” shall mean (i) any annual or special meeting of the stockholders
of the Company or (ii) any action by written consent of the stockholders of the
Company.


 


“Shares”
shall mean, with respect to a Shareholder, the shares of Common Stock owned by
such Shareholder or any Subsidiary Holder, including any shares of Common Stock
acquired by such Shareholder or any subsidiary Holder after the date of this
Agreement.


 


“Subsidiary
Holder” shall mean any Affiliate of a Shareholder which has beneficial
ownership of any of the Shares while this Agreement is in effect and has
executed a counterpart hereto in accordance with Section 7.06 hereof.


 


“Triggering
Event” shall mean (i) the declaration, pronouncement, ruling, order,
decision or written opinion of the SEC or a United States federal court that a
voting arrangement factually similar to Section 3.01(a) of this Agreement
causes all of the Specified Shareholders collectively to constitute a single “affiliate”
of the Company for purposes of the sale of Shares by the Specified Shareholders
in compliance with the provisions of Rule 144(e)(1) promulgated under the
Securities Act or (ii) the Company’s refusal to cause stop transfer
restrictions to be released or the legends described in Section 7.02 to be
removed if the Company has taken the position that the Specified Shareholders
collectively constitute a single “affiliate” of the Company.  A Triggering Event shall be deemed to
continue (i) for so long as such declaration, pronouncement, ruling,
order, decision or written opinion remains in effect or is not rescinded,
overruled, repealed or superseded or (ii) until the Company either
(x) causes stop transfer restrictions to be released and the legends
described in Section 7.02 to be removed or (y)


 


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ceases to take the position that the Specified Shareholders
collectively constitute a single “affiliate” of the Company.


 


“Voting
Termination Date” shall mean the earlier of the date that (i) is the
fifth anniversary of the Effective Time, (ii) is two years after the date
that AAH and its Subsidiary Holders first are the beneficial owners in
aggregate of less than 20% of the outstanding shares of Common Stock or
(iii) AAH and its Subsidiary Holders first are the beneficial owners in
aggregate of less than 5% of the outstanding shares of Common Stock.


 


(b) All
other terms used herein without definitions shall have the meanings ascribed to
such terms in the LLC Agreement.


 


SECTION 1.02.
Usage.  The definitions in this Article I
shall apply equally to both the singular and plural forms of the terms
defined.  Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms.  All references in this
Agreement to Articles, Sections and Exhibits shall be deemed to be references
to Articles, Sections and Exhibits of or to this Agreement, unless the context
shall otherwise require.  The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”, regardless of whether such phrase so appears.


 


ARTICLE II


 


Representations
and Warranties


 


SECTION 2.01.
Representations and Warranties of the Company.  The Company hereby represents and warrants to
each other party that it is a corporation duly organized and validly existing
under the laws of the State of Delaware and has all requisite corporate power
and authority to execute and deliver this Agreement, to carry out the
provisions hereof and to perform its obligations hereunder.  The execution, delivery and performance by
the Company of its obligations under this Agreement and the consummation by it
of the transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of the Company.  This Agreement has been duly and validly
executed and delivered by the Company and constitutes a legal, valid and binding
obligation of the Company, enforceable against it in accordance with its terms.


 


SECTION 2.02.
Representations and Warranties of the Shareholders.  Each Shareholder hereby represents and
warrants to the Company and each other Shareholder that this Agreement has been
duly and validly executed and delivered by such Shareholder and constitutes the
legal, valid and binding obligation of such Shareholder, enforceable against it
in accordance with its terms.


 


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ARTICLE III


 


Voting


 


SECTION 3.01.
Agreement to Vote. 
(a)  At each and every Shareholders Meeting held after the
Effective Time and prior to the Voting Termination Date, each Specified
Shareholder hereby agrees (x) if any annual or special meeting of the
stockholders of the Company is held, to appear at such meeting or otherwise
cause its Shares to be counted as present thereat for purposes of establishing
a quorum, and to vote or (y) to act by written consent with respect to (or
cause to be voted or acted upon by written consent), (i) all Shares for
which such Specified Shareholder or any Subsidiary Holder thereof is the record
holder or beneficial owner at the time of such vote or action by written
consent and (ii) all Shares as to which such Specified Shareholder or any
Subsidiary Holder thereof at the time of such vote or action by written consent
has voting control, in each case:


 


(A)  In
favor of:


 


(i)  All of the AAH Nominees;


 


(ii)  Any AAH Matter; and/or


 


(iii)  Any Other Matter, only if AAH has informed
(by oral or written notice) the Specified Shareholders that AAH intends to vote
in favor of such Other Matter; and


 


(B) 
Against:


 


(i)  The election of any person or persons
nominated in opposition to the AAH Nominees;


 


(ii)  Any matter brought before such Shareholders
Meeting to be acted upon by the shareholders of the Company that is in
opposition to an AAH Matter; and/or


 


(iii)  Any Other Matter, only if AAH has informed
(by oral or written notice) the Specified Shareholders that AAH intends to vote
against such Other Matter.


 


(b)  At
each and every Shareholders Meeting held after the Effective Time and prior to
the Voting Termination Date, each Shareholder hereby agrees (x) if any
annual or special meeting of the stockholders of the Company is held, to appear
at such meeting or otherwise cause its Shares to be counted as present thereat
for purposes of establishing a quorum, and to vote or (y) act by written
consent with respect to (or cause to be voted or acted upon by written
consent), (i)  all Shares for which such Shareholder or any
Subsidiary Holder thereof is the record holder or beneficial owner at the time
of such vote or action by written consent and (ii) all shares as to which
such Shareholder or any Subsidiary Holder thereof at the time of such vote or
action by written consent has voting control, in each case in favor of (A) at
least one Dealer Nominee if the total number of Directors (excluding Directors
that are employees of the Company) on the Board of Directors at the time of such
Shareholders Meeting is less than seven and at


 


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least two Dealer Nominees if such number of Directors is more than six
and (B) against the election of any person or persons nominated in opposition
to such Dealer Nominee(s).


 


SECTION 3.02.  Financial and Other Information.  Each Shareholder shall be entitled to
receive, and the Company shall provide to such Shareholder (i) quarterly
unaudited financial statements and reports, (ii) annual audited financial
statements and reports, (iii) budgets and financial plans and
(iv) such other data relating to the business, affairs, prospects or
condition (financial or otherwise) of the Company as is available to the
Company that (A) such Shareholder may reasonably request so long as such
Shareholder is the record holder or beneficial owner of at least 5% of the
outstanding shares of Common Stock or (B) such Shareholder is, or is
controlled by, one of the individuals listed on Schedule I hereto.


 


SECTION 3.03.  Grant of Irrevocable Proxy.  In the event that any Specified Shareholder
shall fail at any time to vote or act by written consent with respect to any of
such Specified Shareholder’s Shares as agreed by such Specified Shareholder in
this Agreement, such Specified Shareholder hereby irrevocably grants to and
appoints AAH (and any officer of AAH or each of them individually), such
Specified Shareholder’s proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of such Specified Shareholder,
to vote, act by written consent or grant a consent, proxy or approval in
respect of such Shares with respect to such vote or action by written consent
exclusively as agreed by such Specified Shareholder in this Agreement.  Each Specified Shareholder hereby affirms
that any such irrevocable proxy set forth in this Section 3.03 is given in
connection with the consummation of the IPO and that such irrevocable proxy is
given to secure the performance of obligations of such Specified Shareholder
under this Agreement.  Each such
Specified Shareholder hereby further affirms that any such proxy hereby granted
shall be irrevocable and shall be deemed coupled with an interest, in
accordance with Section 212(e) of the DGCL. Each Specified Shareholder
agrees to execute and deliver any further powers of attorney, consents, proxies
or other agreements necessary or appropriate to give effect to this Section 3.03.  This Section 3.03 shall terminate upon
the occurrence of the Voting Termination Date.


 


SECTION 3.04.  Certain Actions.  Each Shareholder agrees that it will, and
will cause its subsidiaries and Affiliates to, take all action as a stockholder
of the Company or as is otherwise within its control as are necessary to give
effect to the provisions of this Agreement and to perform, pay and satisfy all
of their respective obligations and liabilities hereunder as and when due.


 


ARTICLE IV


 


Covenants


 


SECTION 4.01.  Lock-Up.  Each Specified Shareholder hereby agrees
that, without the prior written consent of the Company, it will not, during the
period ending two years after the Effective Time (the “Lock-Up Period”), (i)
offer, pledge, sell, assign, contract to sell, sell any option or contract to
purchase, purchase any option or


 


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contract to sell, grant any option, right or warrant to purchase, lend,
or otherwise transfer or dispose of, directly or indirectly, any of its Shares
or any securities convertible into or exercisable or exchangeable for Common
Stock or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
Common Stock, whether any such transaction described in clause (i) or (ii)
above is to be settled by delivery of Common Stock or such other securities, in
cash, property or otherwise (any action prohibited by the foregoing clauses (i)
or (ii), a “Transfer”) except that a Specified Shareholder (x) 180 days or
more following the Effective Time, may Transfer any of its Shares to (A) a
person, other than a charity or a trust for the benefit of a charity, that is a
Permitted Transferee (as defined in clauses (ii) or (iii) of the definition of “Permitted
Transferee” in the LLC Agreement) or (B) a charity or a trust for the benefit
of a charity solely controlled by such Specified Shareholder so long as during
the Lock-Up Period such Specified Shareholder does not Transfer in aggregate
pursuant to this clause (x)(B) more than 15% of the Shares it held at the
Effective Time, (y) 180 days or more following the Effective Time, may
pledge Shares to a lender solely in connection with a recourse loan to such
Specified Shareholder so long as the aggregate principal amount of such
recourse loan does not exceed 20% of the fair market value (determined at the
time such recourse loan is made) of the Shares that such Specified Shareholder
pledges as security for such recourse loan pursuant to this clause (y) and
(z) may pledge Shares solely to the extent the pledge of such Shares is in
substitution for and to the same Lender as a pledge by such Specified
Shareholder prior to the Effective Time of all or a portion of its equity
interest in the Company or the predecessor entity of the Company, as
applicable, and such prior pledge complied with Section 7.01(c)(iv) of the
LLC Agreement; provided that each transferee pursuant to the foregoing
clauses (x), (y) and (z) prior to such Transfer shall agree in writing in a
form reasonably acceptable to the Company to be bound by this Section 4.01.  In addition, each Specified Shareholder
agrees that, without the prior written consent of the Company, it will not
during the Lock-Up Period exercise any right available to it under Article V
of this Agreement with respect to the registration of any shares of Common
Stock or any security convertible into or exercisable or exchangeable for
Common Stock.  Each Specified Shareholder
agrees to enter into a “lockup” agreement with the underwriters of the IPO for
a term equal to the Lock-Up Period and that otherwise is substantially the same
as this Section 4.01.


 


SECTION 4.02.  Noncompetition.  This Section 4.02 applies to each
employee of the Company or any subsidiary of the Company who owns Shares,
whether directly or indirectly, in the Company who is a Specified Shareholder
of the Company or is the beneficial owner of interests in a Specified
Shareholder of the Company (or a Subsidiary Holder thereof) and is not bound by
a non-competition restriction contained in a consulting or employment agreement
between such employee and the Company or any of its subsidiaries (each, a “Management
Employee”); provided, however, that this Section 4.02
shall not apply to any Management Employee that is an Affiliate of AAH
(including for this purpose any member of the Board of Directors who was an AAH
Nominee).  Each Management Employee shall
agree in writing (or if a party to this Agreement, hereby agrees) that
following any termination of his employment by the Company or a subsidiary
thereof “for cause” or his voluntary resignation from such employment
(a) he shall not compete, directly or indirectly (including as an
employee,


 


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proprietor, owner, partner, shareholder, member, joint venturer or
agent of, or as a consultant to, any person or entity which competes), with the
retail motor vehicle business of the Company or any of its subsidiaries within
50 miles of any motor vehicle dealership owned by the Company or any of its
subsidiaries where such Management Employee worked during the year prior to the
termination of his employment and (b) he shall not violate Section 4.03
(with respect to each Management Employee, a “Non-Compete Covenant”).  A Management Employee’s Non-Compete Covenant
shall become effective on the date that such Management Employee’s employment
by the Company or a subsidiary thereof terminates and shall terminate on the
first anniversary of such date.  The
Company shall not be obligated to provide any Specified Shareholders with the
benefit of any of the Company’s obligations under Section 4.01 or Article V
unless each Management Employee that is a direct or indirect beneficial owner
of such Specified Shareholder has provided the Company with such written
agreement in a form reasonably satisfactory to the Company.


 


SECTION 4.03.  Nonsolicitation.  No Specified Shareholder (or if such
Specified Shareholder is not a natural person, any natural person that owns a
beneficial interest in such Specified Shareholder or a Subsidiary Holder
thereof) shall, during the time such Specified Shareholder is a Specified
Shareholder and for one (1) year after such Specified Shareholder ceases
to be a Specified Shareholder or such natural person ceases to own a beneficial
interest in such Specified Shareholder or a Subsidiary Holder thereof,
(i) directly or indirectly employ, solicit, entice or encourage to leave
the employ of the Company or any of its subsidiaries, any person who is, or at
any time during the preceding twelve months was, employed by, or otherwise
engaged to perform services for, the Company or any of its subsidiaries or
(ii) otherwise intentionally interfere with the relationship of the
Company or any of its subsidiaries with any person who is employed by or
otherwise engaged to perform services for the Company or any of its
subsidiaries; provided, however, that the restrictions set forth
in this Section 4.03 shall not apply to AAH, any Affiliate of AAH or to
any Specified Shareholder or natural person who is bound by a non-solicitation
restriction contained in a consulting or employment agreement between such
Member or natural person or the Company or its subsidiaries.


 


ARTICLE V


 


Registration
Rights


 


SECTION 5.01.  Demand Registrations.  (a) 
Any time following the Effective Time and prior to the date on which the
Company shall have obtained a written opinion of legal counsel reasonably
satisfactory to each Demand Holder and addressed to the Company and such Demand
Holder to the effect that the Shares may be publicly offered for sale in the
United States by such Demand Holder or any Subsidiary Holder thereof without
restriction as to manner of sale and amount of securities sold and without
registration or other restriction under the Securities Act (such period, the “Demand
Period”), such Demand Holder shall have the right on a number of occasions
equal to the Demand Number for such Demand Holder to require the Company to
file a registration statement under the Securities Act in respect of all or a
portion of the Shares then held by


 


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such Demand Holder and any Subsidiary Holder thereof (so long as such
request covers at least 1% of the shares of Common Stock then outstanding), by
delivering to the Company written notice stating that such right is being
exercised, specifying the number of the Shares to be included in such
registration and describing the intended method of distribution thereof (a “Demand
Request”).  In the case of any Demand
Holder other than AAH, (i) such Demand Holder may not make a Demand
Request during the Lock-Up Period, (ii) such Demand Holder may only make
one Demand Request during each successive one-year period following the
termination of the Lock-Up Period and (iii) the first Demand Request made
by such Demand Holder shall be limited with respect to each applicable
Exercising Demand Holder to a number of Shares that is less than or equal to
50% of the number of Shares owned at such time by such Exercising Demand Holder
and any Subsidiary Holder thereof; provided that such Exercising Demand
Holders may not in aggregate register pursuant to such Demand Request more than
20% of the aggregate number of Shares owned at such time by the Specified
Shareholders and any Subsidiary Holders thereof (the “Share Limit”); provided,
further, that if the aggregate number of Shares that such Exercising
Demand Holders have included in their Demand Request exceeds the Share Limit,
the Shares of each Exercising Demand Holder requesting the registration of more
than 20% of the aggregate number of Shares owned at such time by such
Exercising Demand Holder and any Subsidiary Holder thereof (with respect to
each Exercising Demand Holder, its “20% Limit”) shall be excluded from
the Demand Requests, to the extent necessary to comply with the Share Limit, on
a pro rata basis according to the total number of Shares requested to be
registered by all such Exercising Demand Holders until the Demand Request of
each such Exercising Demand Holder has been reduced to (and not below) its 20%
Limit.  As promptly as practicable, but
in no event later than forty-five (45) days after the Company receives a Demand
Request, the Company shall file with the SEC and thereafter use its reasonable
best efforts to cause to be declared effective promptly a registration
statement (a “Demand Registration”) providing for the registration of
such number of Shares as such Exercising Demand Holder(s) shall have demanded
be registered for distribution in accordance with such intended method of
distribution.


 


(b)  Anything in this Agreement to the contrary
notwithstanding, the Company shall be entitled to postpone and delay, for a
reasonable period of time, not to exceed forty-five (45) days in the case
of clauses (i) and (ii) below, or fifteen (15) days in the case of clause (iii)
below (each, a “Blackout Period”), the filing of any Demand Registration
if the Company shall determine that any such filing or the offering of any
Shares would (i) in the good faith judgment of the Board, unreasonably impede,
delay or otherwise interfere with any pending or contemplated material
acquisition, corporate reorganization or other material matter involving the
Company (each, a “Material Transaction”), (ii) based upon advice from
the Company’s investment banker or financial advisor, materially adversely
affect any pending or contemplated financing, offering or sale of any class of
securities by the Company, or (iii) in the reasonable and good faith judgment
of the Board require disclosure of material non-public information (other than
information relating to an event described in clause (i) or (ii) of this subsection (b))
which, if disclosed at such time, would be materially harmful to the interests
of the Company and its stockholders; provided, however, that in
the case of a Blackout Period pursuant to clause (i) or (ii) above, the Blackout
Period shall earlier terminate upon the


 


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completion or abandonment of the relevant securities offering or sale,
financing, acquisition, corporate reorganization or other similar material
transaction; and provided, further, that in the case of a
Blackout Period pursuant to clause (iii) above, the Company shall give written
notice of its determination to postpone or delay the filing of any Demand
Registration and in the case of clause (iii) above, the Blackout Period shall
earlier terminate upon public disclosure by the Company or public admission by
the Company of such material non-public information or such time as such
material non-public information shall be publicly disclosed without breach by the
Exercising Demand Holder(s) of the penultimate sentence of this subsection (b);
and provided, further, that in the case of a Blackout Period
pursuant to clause (i), (ii) or (iii) above, the Company shall furnish to the
Exercising Demand Holder(s) a certificate of an executive officer of the
Company to the effect that an event permitting a Blackout Period has
occurred.  Notwithstanding anything
herein to the contrary, the Company shall not exercise pursuant to clause (i),
(ii), or (iii) of the preceding sentence the right to postpone or delay the
filing of any Demand Registration for an aggregate period of more than ninety
(90) days in any twelve (12) month period. 
Upon notice by the Company to each Exercising Demand Holder of any such
determination, such Exercising Demand Holder covenants that it shall keep the
fact of any such notice strictly confidential, and, in the case of a Blackout
Period pursuant to clause (iii) above or Section 5.01(c) below, promptly
halt any offer, sale, trading or transfer by it or any of its Affiliates of any
Common Stock for the duration of the Blackout Period set forth in such notice
(or until such Blackout Period shall be earlier terminated in writing by the
Company) and promptly halt any use, publication, dissemination or distribution
of the Demand Registration, each prospectus included therein, and any amendment
or supplement thereto by it and any of its Affiliates for the duration of the
Blackout Period set forth in such notice (or until such Blackout Period shall
be earlier terminated in writing by the Company) and, if so directed by the
Company, will deliver to the Company any copies then in such Exercising Demand
Holder’s possession of the prospectus covering such Shares, that was in effect
at the time of receipt of such notice. 
After the expiration of any Blackout Period and without further request
from any Demand Holder, the Company shall effect the filing of the relevant
Demand Registration and shall use its reasonable best efforts to cause any such
Demand Registration to be declared effective as promptly as practicable unless
such Demand Holder shall have, prior to the effective date of such Demand
Registration, withdrawn in writing its initial request, in which case such
withdrawn request shall not constitute a Demand Registration for purposes of
determining the number of Demand Registrations to which such Demand Holder is
entitled under this Agreement.


 


(c)  Anything in this Agreement to the contrary
notwithstanding, in case a Demand Registration has been filed, if a Material
Transaction has occurred, the Company may cause such Demand Registration to be
withdrawn and its effectiveness terminated or may postpone amending or
supplementing such Demand Registration for a reasonable period of time, not to
exceed forty-five (45) days; provided, however, that in no event
shall a Demand Registration so withdrawn by the Company count for the purposes
of determining the number of Demand Registrations to which the applicable
Demand Holder is entitled under Section 5.01(a); provided  further
that the Company shall not so withdraw or terminate a Demand Registration
Statement more than one time or postpone


 


11





















 


or delay amending or supplementing any Demand Registration Statements
for an aggregate period of more than ninety (90) days during any twelve (12)
month period.


 


(d)  A Demand Holder may withdraw a Demand Request
in circumstances including, but not limited to, the following:  if (i) the Company is in material breach of
its obligations hereunder and has not cured such breach after having received
notice thereof and a reasonable opportunity to do so or (ii) the withdrawal
occurs during a Blackout Period.  Any
Demand Request withdrawn (x) pursuant to subsection (d)(ii) prior to such
Demand Registration becoming effective or (y) pursuant to subsection (d)(i)
shall not constitute a Demand Registration for the purposes of determining the
number of Demand Registrations to which such Demand Holder is entitled under Section 5.01(a).


 


(e)  Subject to Section 5.02, the Company may
elect to include in any registration statement filed pursuant to this Section 5.01
any Common Stock to be issued by it or held by any of its subsidiaries or by
any other shareholders only to the extent such Common Stock is offered and sold
pursuant to, and on the terms and subject to the conditions of, any
underwriting agreement or distribution arrangements entered into or effected by
the applicable Demand Holder and only to the extent the managing underwriter
thereof does not reasonably and in good faith advise each applicable Exercising
Demand Holder prior to the consummation of any Demand Registration that the
inclusion in such registration statement of any such Common Stock to be issued
by the Company or sold by any of its subsidiaries or any other shareholder will
not create a substantial risk that the price per share of Common Stock that the
Exercising Demand Holder(s) will derive from such Demand Registration will be
materially and adversely affected or that the number of shares of Common Stock
sought to be registered (including any shares of Common Stock sought to be
registered at the request of the Company and any other shareholder and those
sought to be registered by such Exercising Demand Holder(s)) is a greater
number than can be reasonably sold.


 


(f)  The managing underwriter for any Demand
Registration shall be selected by the Demand Holder exercising the Demand
Request, provided that such managing underwriter or underwriters shall
be of recognized national standing.


 


SECTION 5.02.  “Piggy-Back” Registrations.  (a)  Subject to Section 4.01,
if, at any time following the Effective Time, the Company proposes to register
any Common Stock under the Securities Act, whether or not for sale for its own
account, on a registration statement on Form S-1, Form S-2 or Form S-3 (or any
equivalent general registration form then in effect) for purposes of a primary
offering, secondary offering (including any Demand Registration) or combined
offering of such Common Stock, the Company shall give prompt written notice to
each Shareholder of its intention to do so. 
Such notice shall specify, at a minimum, the number of shares of Common
Stock so proposed to be registered, the proposed date of filing of such
registration statement, any proposed means of distribution of such Common
Stock, any proposed managing underwriter or underwriters of such offering and a
good faith estimate by the Company of the proposed maximum offering price
thereof, as such price is proposed to appear on the facing page of such
registration statement.  Upon the written
direction of a Shareholder (a “Piggy-Back Request”), given within thirty
(30) business days following the receipt by


 


12





















 


such Shareholder of any such written notice (which direction shall
specify the number of the Shares intended to be disposed of by such Shareholder
or any Subsidiary Holder thereof), the Company shall include in such
registration statement (a “Piggy-Back Registration” and, collectively
with a Demand Registration, a “Registration”), subject to the provisions
of Section 5.02 hereof, such number of the Shares as shall be set forth in
any such Piggy-Back Request delivered by a Shareholder.


 


(b)  In the event that the Company proposes to
register Common Stock in connection with an underwritten offering and a
nationally recognized independent investment banking firm selected by the
Company or a Demand Holder to act as managing underwriter thereof reasonably
and in good faith shall have advised the Company, any holder of Common Stock
(including a Demand Holder if it has made a Demand Request) intending to offer
such Common Stock in a secondary offering or combined offering (each, an “Other
Holder”) or any Shareholder who submitted a Piggy-Back Request in writing
that, in its opinion, the inclusion in the registration statement of some or
all of the Shares sought to be registered by any such Shareholder making a
Piggyback Request creates a substantial risk that the price per share of Common
Stock that the Company or any Other Holder will derive from such registration
will be materially and adversely affected or that the number of shares of
Common Stock sought to be registered (including any shares of Common Stock
sought to be registered at the request of the Company and any Other Holder and
those sought to be registered by any such Shareholder making a Piggyback
Request) is a greater number than can reasonably be sold, the Company shall
include in such registration statement such number of shares of Common Stock as
the Company, any Other Holder and any such Shareholder making a Piggyback
Request are so advised can be sold in such offering without such an effect (the
“Maximum Number”) as follows and in the following order of priority: (A)
first, in the case of a secondary or combined offering, if a Demand
Holder has made a Demand Request, such number of shares of Common Stock as each
applicable Exercising Demand Holder intended to be registered and sold by it
(subject to any limitation pursuant to Section 5.01(a) on the number of
Shares that may be registered under such Demand Request by such Exercising
Demand Holder), provided that if such number exceeds the Maximum Number,
the shares of Common Stock of such Shareholders will be excluded on a pro rata basis according to the total
number of Shares requested to be registered by such persons (after giving
effect to any limitation pursuant to Section 5.01(a)), (B) second,
in the case of a secondary or combined offering, if an Other Holder (other than
such Exercising Demand Holder(s)) has exercised a similar demand registration
right and if to the extent that such number of shares of Common Stock to be
registered under clause (A) is less than the Maximum Number, such number
of shares of Common Stock as the Other Holder intended to be registered and
sold by it which, when added to the number of shares of Common Stock to be
registered under clause (A), is less than or equal to the Maximum Number,
(C) third, in the case of a primary or combined offering and if and to
the extent that such number of shares of Common Stock to be registered under
clauses (A) and (B) is less than the Maximum Number, such number of
shares of Common Stock as the Company intended to be registered and sold by the
Company which, when added to the number of shares of Common Stock to be
registered under clauses (A) and (B), is less than or equal to the Maximum
Number, and (D) fourth, in the case of a secondary or combined offering
and if and to the extent that the number of


 


13





















 


shares of Common Stock to be registered under clauses (A) , (B) and (C)
is less than the Maximum Number, such number of shares of Common Stock as the
Shareholders who submitted Piggy-Back Requests shall have intended to register
which, when added to the number of shares of Common Stock to be registered
under clauses (A), (B), (C) and (D), is less than or equal to the Maximum
Number; provided that if such number exceeds the Maximum Number, the
shares of Common Stock of such Shareholders will be excluded on a pro rata basis according to the total
number of Shares requested to be registered by such persons.


 


(c)  No Piggy-Back Registration effected under
this Section 5.02 shall be deemed to have been effected pursuant to Section 5.01
hereof or shall release the Company of its obligations to a Demand Holder to
effect any Demand Registration upon request as provided under Section 5.01
hereof.


 


(d)  Notwithstanding any request under this Section 5.02,
each Shareholder who submitted a Piggy-Back Request may elect in writing to
withdraw its request for inclusion of its Shares in any registration statement provided,
however, that (i) such request must be made in writing prior to the
earlier of the execution of the underwriting agreement or the execution of the
custody agreement with respect to such registration and (ii) such withdrawal
shall be irrevocable and, after making such withdrawal, any such Shareholder
shall no longer have any right to include Shares in the registration as to
which such withdrawal was made.


 


(e)  If, at any time after giving written notice
of its intention to register any Common Stock and prior to the effective date
of the registration statement filed in connection with such registration, the
Company shall determine for any reason not to register or to delay registration
of such Common Stock, the Company may, at its election, give written notice of
such determination to each Shareholder who submitted a Piggy-Back Request and
(i) in the case of a determination not to register, shall be relieved of its
obligation to register any Shares in connection with such abandoned
registration, without prejudice, however, to the rights of an Exercising Demand
Holder under Section 5.01 and (ii) in the case of a determination to delay
such registration of the Company’s Common Stock, shall be permitted to delay
the registration of such Shares for the same period as the delay in registering
such other Common Stock.


 


(f)  If, as a result of the proration provisions
of this Section 5.02, each Shareholder who submitted a Piggy-Back Request
shall not be entitled to include all Shares in a registration that each such
Shareholder has requested to be included, each such Shareholder may elect to
withdraw his request to include Shares in such registration or may reduce the
number of Shares requested to be included, provided that the same
limitations in subsection (d) shall apply.


 


SECTION 5.03.  Additional Agreements.  Anything in this Agreement to the contrary
notwithstanding, if at any time the Company shall obtain a written opinion of
legal counsel reasonably satisfactory to AAH and addressed to the Company and
the Shareholders to the effect that the Shares may be publicly offered for sale
in the United States by each Shareholder or any Subsidiary Holder without
restriction as to manner of


 


14





















 


sale and amount of securities sold and without registration or other
restriction under the Securities Act, the Company shall no longer be obligated to
file or maintain a registration statement with respect to the Shares pursuant
to this Agreement.  In such case, the
Company shall issue to each Shareholder certificates representing the Shares
without any legend restricting transfer and shall remove all stop transfer
orders relating to the Shares.


 


SECTION 5.04.  Registration Procedures.  (a)  In
connection with each registration statement prepared pursuant to this
Agreement, and in accordance with the intended method or methods of
distribution of the Shares as described in such registration statement, the
Company shall, as soon as reasonably practicable (and, in any event, subject to
the terms of this Agreement, including, without limitation, Section 5.01(a),
at or before the time required by applicable laws and regulations):


 


(i)  prepare and file with the SEC a registration
statement on an appropriate registration form of the SEC, with respect to such
Shares, which form shall be selected by the Company with the Shareholder’s
reasonable consent, and use its reasonable best efforts to cause such
registration statement to become and remain effective promptly; provided
that before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company will furnish to one counsel selected by the
Demand Holder exercising the Demand Request and one counsel to the Shareholders
selling under a Piggy-Back Registration, and the sales or placement agent or
agents, if any, for the Shares and the managing underwriter or underwriters, if
any, draft copies of all such documents proposed to be filed at least seven (7)
days prior to such filing, which documents will be subject to the reasonable
review of the Shareholders, the sales or placement agent or agents, if any, for
the Shares and the managing underwriter or underwriters, if any, and their
respective agents and representatives and the Company will not file any Demand
Registration or amendment thereto or any prospectus or any supplement thereto
to which such Demand Holder exercising such Demand Request shall reasonably
object in writing;


 


(ii) furnish
without charge to the Shareholders, the sales or placement agent or agents, if
any, and the managing underwriter or underwriters, if any, such number of
copies of such registration statement and of each amendment and supplement
thereto (in each case including all exhibits), such number of copies of the
summary, preliminary, final, amended or supplemented prospectuses included in
such registration statement in conformity with the requirements of the
Securities Act and any regulations promulgated thereunder and (upon the
reasonable request by the Shareholders) any documents incorporated therein by
reference and such other documents as the Shareholders may reasonably request
in order to facilitate the public sale or other disposition of such Shares (the
Company hereby consenting to the use in accordance with all applicable law of
the prospectus or any amendment or supplement thereto by the Shareholders in
connection with the offering and sale of the Shares covered by the prospectus
or any amendment or supplement thereto);


 


15





















 


(iii) use its
reasonable best efforts to keep such registration statement effective for at
least 180 days (not counting any period that such registration statement is not
effective pursuant to Section 5.01(c)) (the “Effective Period”);
prepare and file with the SEC such amendments, post-effective amendments and
supplements to the registration statement and the prospectus as may be necessary
to maintain the effectiveness of the registration for the Effective Period and
to cause the prospectus (and any amendments or supplements thereto) to be filed
pursuant to Rules 424 and 430A under the Securities Act and/or any successor
rules that may be adopted by the SEC, as such rules may be amended from time to
time; and comply with the provisions of the Securities Act with respect to the
disposition of all Shares covered by such registration statement during the
applicable period in accordance with the intended method or methods of
distribution thereof, as specified in writing by the Shareholder;


 


(iv) except
during any Blackout Period, make available for inspection by the Shareholders
or by any underwriter, attorney, accountant or other agent retained by the
Shareholders (collectively, the “Inspectors”) financial and other
records and pertinent corporate documents of the Company (collectively, the “Records”),
provide the Inspectors with opportunities to discuss the business of the
Company with its officers and provide opportunities to discuss the business of
the Company with the independent public accountants who have certified its most
recent annual financial statements, in each case to the extent customary for
transactions of the size and type intended, as specified by the Shareholders,
but only to the extent reasonably necessary to enable each Shareholder or any
underwriter retained by the Shareholders to conduct a “reasonable investigation”
for purposes of Section 11(a) of the Securities Act.  Records which the Company determines, in good
faith, to be confidential and which it notifies the Inspectors are confidential
shall not be disclosed by the Inspector unless (A) the disclosure of such
Records is necessary to avoid or correct a misstatement of a material fact or
omission to state a material fact in the Registration, (B) the disclosure of
such Records is required by any court or governmental body with jurisdiction
over any of the Shareholders or Inspector or (C) all of the information contained
in such Records has been made generally available to the public.  Each Shareholder agrees that it will, upon
learning that disclosure of such Records is sought in a court of competent
jurisdiction or by any governmental body, promptly give prior notice to the
Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of those Records deemed confidential;


 


(v) if
requested by (i) a Demand Holder exercising a Demand Request, use
reasonable best efforts to participate in and assist with a “road show” and
other customary marketing efforts in connection with the sale of Shares
pursuant to such registration statement, at such times and in such manner as
the Company and such Demand Holder mutually may determine (and as do not
unreasonably interfere with the Company’s operations);  provided that the executives of the
Company shall not be required to participate in a “road show” unless the
proposed aggregate offering price of the Shares being sold pursuant to such
registration statement equals or exceeds $35,000,000 and (ii) a Demand
Holder executing a


 


16





















 


block trade, use reasonable best efforts to
assist with such block trade, at such times and in such manner as the Company and
such Demand Holder mutually may determine (and as do not unreasonably interfere
with the Company’s operations);


 


(vi) use its
reasonable best efforts to register or qualify the Shares covered by such
registration statement under such other securities or “blue sky” laws of such
jurisdictions in the United States as the Shareholders shall reasonably
request, keep such registrations or qualifications in effect for so long as the
registration statement remains in effect, and do any and all other acts and things
which may be reasonably necessary to enable the Shareholders or any underwriter
to consummate the public sale or other disposition of the Shares in such
jurisdictions; provided, however, that in no event shall the
Company be required to qualify to do business as a foreign corporation in any
jurisdiction where it is not so qualified; to execute or file any general
consent to service of process under the laws of any jurisdiction; to take any
action that would subject it to service of process in suits other than those
arising out of the offer and sale of the Shares covered by the registration
statement; or to subject itself to taxation in any jurisdiction where it would
not otherwise be obligated to do so, but for this paragraph (vii);


 


(vii) use its
reasonable best efforts to cause the Shares to be registered with or approved
by such other governmental agencies or authorities as may be necessary to
enable the Shareholders to consummate the public sale or other disposition of
the Shares;


 


(viii) use its
reasonable best efforts to cause all Shares covered by such registration
statement to be approved for listing on a national securities exchange or
approved for trading on a national interdealer quotation system or listed on
the securities exchanges on which similar securities issued by the Company are
then listed or traded;


 


(ix) promptly
notify each Shareholder whose Shares are covered by a Registration, at any time
when a prospectus relating to any of the Shares covered by such registration
statement is required to be delivered under the Securities Act, of the Company’s
becoming aware that the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and, at the request of the Demand Holder exercising the Demand
Request, promptly prepare and furnish to the Shareholders a reasonable number
of copies of a prospectus supplemented or amended so that, as thereafter
delivered to the purchasers of such Shares, such prospectus shall not include
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing;


 


17





















 


(x) promptly
notify the Shareholders whose Shares are covered by a Registration, the sales
or placement agent or agents, if any, for the Shares and the managing
underwriter or underwriters, if any, thereof, after becoming aware thereof,
when the registration statement or any related prospectus or any amendment or
supplement has been filed, and, with respect to the registration statement or
any post-effective amendment, when the same has become effective, (A) of any
request by the SEC for amendments or supplements to the registration statement
or the related prospectus or for additional information, (B) of the issuance by
the SEC of any stop order suspending the effectiveness of the registration
statement or the initiation of any proceedings for that purpose, (C) of
the receipt by the Company of any notification with respect to the suspension
of the qualification of the Shares for sale in any jurisdiction or the
initiation of any proceeding for such purpose or (D) within the Effective
Period of the happening of any event which makes any statement in the
registration statement or any post-effective amendment thereto, prospectus or
any amendment or supplement thereto, or any document incorporated therein by
reference untrue in any material respect or which requires the making of any
changes in the registration statement or post- effective amendment thereto or
any prospectus or amendment or supplement thereto so that they will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein (in
light of the circumstances under which they were made) not misleading;


 


(xi) during
the Effective Period, use its reasonable best efforts to obtain the withdrawal
of any order suspending the effectiveness of the registration statement or any
post-effective amendment thereto;


 


(xii) permit
AAH if, in AAH’s sole judgment exercised in good faith, it believes it might be
deemed to be a controlling person of the Company, to participate in the
preparation of such registration statement and all discussions between the
Company and the SEC or its staff with respect to such registration statement,
and to require the insertion therein of material, furnished to the Company in
writing, which in the sole judgment exercised in good faith of AAH should be
included;


 


(xiii) deliver
promptly to each Shareholder whose Shares are subject to a Registration, upon
such Shareholder’s request, copies of all correspondence between the SEC and
the Company, its counsel or auditors and all memoranda relating to discussions
with the SEC or its staff with respect to the registration statement and permit
such Shareholder to do such investigation, with respect to information
contained in or omitted from the registration statement, as it deems reasonably
necessary.  Each such Shareholder agrees
that it will use its reasonable efforts not to interfere unreasonably with the
Company’s business when conducting any such investigation;


 


(xiv) provide
a transfer agent and registrar for all such Shares covered by such registration
statement not later than the effective date of such registration


 


18





















 


statement, which transfer agent and registrar
may be the Company, subject to any applicable law or regulations;


 


(xv) cooperate
with each Shareholder whose Shares are subject to a Registration and the
managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing such Shares to be sold
under the registration statement, which certificates shall not bear any restrictive
legends except as required by law; and, in the case of an underwritten
offering, enable such Shares to be in such denominations and registered in such
names as the managing underwriter or underwriters, if any, may request in
writing at least two (2) business days prior to any sale of the Shares to the
underwriters;


 


(xvi) enter
into such agreements (including, if the offering is an underwritten offering,
an underwriting agreement) as are customary in transactions of such kind and
take such other actions as are reasonably necessary in connection therewith in
order to expedite or facilitate the disposition of such Shares; and (A) make
such representations and warranties with respect to the registration statement,
post-effective amendment or supplement thereto, prospectus or any amendment or
supplement thereto, and documents incorporated by reference, if any, to the
managing underwriter or underwriters, if any, of the Shares and, at the option
of each Shareholder whose Shares are subject to a Registration, make to and for
the benefit of such Shareholder the representations, warranties and covenants
of the Company which are being made to the underwriters, in form, substance and
scope as are customarily made by the Company in connection with offerings of
Shares in transactions of such kind (representations and warranties by the
Other Holders shall also be made as are customary in agreements of that type);
provided that the Company shall not be required to make any representations or
warranties with respect to information specifically provided by such Other
Holders for inclusion in the registration documents; (B) obtain an opinion of
counsel to the Company (which counsel may be internal counsel for the Company
unless the managing underwriter or underwriters shall otherwise reasonably
request) in customary form and covering matters of the type customarily covered
by such an opinion, addressed to such managing underwriter or underwriters, if
any, and to the Shareholders and dated the date of the closing of the sale of
the Shares relating thereto; (C) obtain a “comfort” letter or letters from the
independent certified public accountants who have certified the Company’s most
recent audited financial statements that are incorporated by reference in the
registration statement which is addressed to the Shareholders and the managing
underwriter or underwriters, if any, and is dated the date of the prospectus
used in connection with the offering of such Shares and/or the date of the
closing of the sale of such Shares relating thereto, such letter or letters to
be in customary form and covering such matters of the type customarily covered
by “comfort” letters of such type; (D) deliver such documents and certificates
as may be reasonably requested by any Shareholder whose Shares are subject to a
Registration and the managing underwriter or underwriters, if any, of the
Shares to evidence compliance with any customary conditions contained in the
underwriting agreement or other agreement entered into by the Company; and


 


19





















 


(E) undertake such obligations relating to
expense reimbursement, indemnification and contribution as provided in Sections
5.05 and 5.06 hereof; and


 


(xvii) comply
with all applicable rules and regulations of the SEC and generally make
available to its security holders an earnings statement (which need not be
audited), as soon as reasonably practicable but in no event later than ninety
(90) days after the end of the period of twelve (12) months commencing on the first
day of any fiscal quarter next succeeding each sale by each Shareholder of
Shares which have been registered pursuant to this Agreement (the “Registered
Shares”) after the date hereof, which earnings statement shall cover such
twelve (12) month period and shall satisfy the provisions of Section 11(a)
of the Securities Act and may be prepared in accordance with Rule 158 under the
Securities Act.


 


(b)  In the event that the Company would be
required, pursuant to Section 5.04(a)(xi)(D) above, to notify any Shareholder,
the sales or placement agent or agents, if any, for the Shares and the managing
underwriter or underwriters, if any, thereof, the Company shall, subject to the
provisions of Section 5.01(b) hereof, as promptly as practicable, prepare
and furnish to each Shareholder, to each placement or sales agent, if any, and
to each underwriter, if any, a reasonable number of copies of a prospectus
supplemented or amended so that, as thereafter delivered to purchasers of
Registered Shares, such prospectus shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. 
Each Shareholder agrees that, upon receipt of any notice from the
Company pursuant to Section 5.04(a)(xi)(D) hereof, such Shareholder shall,
and shall use its reasonable best efforts to cause any sales or placement agent
or agents for the Shares and the underwriters, if any, thereof, to forthwith
discontinue disposition of the Shares until such person shall have received
copies of such amended or supplemented prospectus and, if so directed by the
Company, to destroy or to deliver to the Company all copies, other than permanent
file copies, then in its possession of the prospectus (prior to such amendment
or supplement) covering such Shares as soon as practicable after such
Shareholder’s receipt of such notice.


 


(c)  Each Shareholder whose Shares are covered by
a Registration shall furnish to the Company in writing such information
regarding such Shareholder and its intended method of distribution of the
Shares as the Company may from time to time reasonably request in writing, but
only to the extent that such information is required in order for the Company
to comply with its obligations under all applicable securities and other laws
and to ensure that the prospectus relating to such Shares conforms to the
applicable requirements of the Securities Act and the rules and regulations
thereunder.  Each Shareholder whose
Shares are covered by a Registration shall notify the Company as promptly as
practicable of any inaccuracy or change in information previously furnished by
such Shareholder to the Company or of the occurrence of any event, in either
case as a result of which any prospectus relating to the Shares contains or
would contain an untrue statement of a material fact regarding such Shareholder
or its intended


 


20





















 


method of distribution of such Shares or omits to state any material
fact regarding such Shareholder or its intended method of distribution of such
Shares required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and promptly furnish to the Company any additional information
required to correct and update any previously furnished information or required
so that such prospectus shall not contain, with respect to such Shareholder or
the distribution of the Shares, an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.


 


(d)  Each Shareholder agrees not to, and shall not
cause any Subsidiary Holder to, effect any public sale or distribution of any
Shares, including any sale pursuant to Rule 144 under the Securities Act, and
not to effect any such public sale or distribution of any other equity security
of the Company or of any security convertible into or exchangeable or
exercisable for any equity security of the Company (in each case, other than as
part of such underwritten public offering) during the ten (10) days prior to,
and during the ninety (90) day period (or such longer period as the Shareholder
and/or the applicable Subsidiary Holder agrees with the underwriter of such
offering) beginning on, the consummation of any underwritten public offering of
the Shares covered by a registration statement referred to in Section 5.02
to the extent the Shareholder’s or Subsidiary Holder’s Registered Shares are
being sold thereunder.


 


(e)  In the case of any registration under Section 5.01
pursuant to an underwritten offering, or in the case of a Registration under Section 5.02
if the Company has determined to enter into an underwriting agreement in
connection therewith, all Shares to be included in such Registration shall be
subject to such underwriting agreement and no person may participate in such
Registration unless such person agrees to sell such person’s securities on the
basis provided therein which shall be the same for all Shareholders whose
Shares are covered by such Registration and completes and executes all
questionnaires, indemnities, underwriting agreements and other document s(other
than powers of attorney) which must be executed in connection therewith, and
provides such other information to the Company or the underwriter as may be
reasonably requested to register such person’s Shares.


 


SECTION 5.05.  Registration Expenses.  The Company agrees to bear and to pay, or
cause to be paid, promptly upon request being made therefor, all expenses
incident to the Company’s performance of or compliance with this Agreement, including,
without limitation:  (a) all fees and
expenses in connection with the qualification of the Registered Shares for
offering and sale under state securities or “blue sky” laws referred to in Section 5.04(a)(vii)
hereof, including reasonable fees and disbursements of counsel for any
placement or sales agent or underwriter in connection with such qualifications,
(b) all expenses relating to the preparation, printing, distribution and
reproduction of the registration statement, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the certificates representing the Shares and all other documents
relating hereto, (c) the costs and charges of any escrow agent, transfer agent,
registrar, any custodian or attorney-in-fact appointed


 


21





















 


to act on behalf of the Shareholders (including, without limitation,
all salaries and expenses of the Company’s officers and employees performing
legal or accounting duties), (d) fees, disbursements and expenses of the
Company’s counsel and its other advisors and experts and independent certified
public accountants of the Company (including the expenses of any opinions or “comfort”
letters required by or incident to such performance and compliance), (e) the
fees and expenses incurred in connection with the listing of the Shares on The
New York Stock Exchange, Inc. and any other stock exchange or national
securities exchange on which Shares shall at such time be listed, and (f) fees,
disbursements and expenses of one counsel selected by a Demand Holder
exercising a Demand Request and retained on behalf of all Shareholders
registering Shares in connection with such Demand Request and any Piggyback
Request in connection therewith (collectively, the “Registration Expenses”).  To the extent that any Registration Expenses
are incurred, assumed or paid by the Shareholders, any sales or placement agent
or agents for the Shares and the underwriters, if any, thereof, the Company
shall reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.  Each Shareholder shall pay its pro rata
portion of underwriting discounts and commissions and any capital gains, income
or transfer taxes, if any, attributable to the sale of such Shareholder’s
Shares being registered.


 


SECTION 5.06.  Indemnification; Contribution.  (a)  Indemnification by the
Company.  The Company shall, and it
hereby agrees to, indemnify and hold harmless each Shareholder, and each person
who participates as a placement or sales agent or as an underwriter in any
offering or sale of the Shares, against any losses, claims, damages or
liabilities to which each such Shareholder or such agent or underwriter may
become subject, insofar as such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) (collectively, “Claims”)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any registration statement pursuant to which
any Shares of such Shareholder are registered pursuant to this Agreement, or
any preliminary or final prospectus contained therein, or any amendment or
supplement thereto, or any document incorporated by reference therein, or arise
out of or are based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading,
and the Company shall, and it hereby agrees to, reimburse each such Shareholder
or any such agent or underwriter for any legal or other out-of-pocket expenses
reasonably incurred by them in connection with investigating or defending any
such Claims; provided, however, that the Company shall not be
liable to any such person in any such case to the extent that any such Claims
arise out of or are based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement, or
preliminary or final prospectus, or amendment or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by such Shareholder or any agent, underwriter or representative of such
Shareholder expressly for use therein, or by such Shareholder’s failure to
furnish the Company, upon request, with the information with respect to such
Shareholder, or any agent, underwriter or representative of such Shareholder,
or such Shareholder’s intended method of distribution, that is the subject of
the untrue statement or omission or if the Company shall sustain the burden of
proving that such Shareholder


 


22





















 


or such agent or underwriter sold securities to the person alleging
such Claims without sending or giving, at or prior to the written confirmation
of such sale, a copy of the applicable prospectus (excluding any documents
incorporated by reference therein) or of the applicable prospectus, as then
amended or supplemented (excluding any documents incorporated by reference
therein), if the Company had previously furnished copies thereof to such
Shareholder or such agent or underwriter, and such prospectus corrected such
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement.


 


(b)  Indemnification by the Shareholders and
Any Agents or Underwriters.  Each
Shareholder shall, and hereby agrees, severally and not jointly, to (i)
indemnify and hold harmless the Company, its directors, officers, employees and
controlling persons, if any, each other Shareholder, and each underwriter, its
partners, officers, directors, employees and controlling persons, if any, in
any offering or sale of Shares, against any Claims to which the Company, its
directors, officers, employees and controlling persons, if any, may become
subject, insofar as such Claims (including any amounts paid in settlement as
provided herein), or actions or proceedings in respect thereof, arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in such registration statement, or any preliminary or final
prospectus contained therein, or any amendment or supplement thereto, or any
document incorporated by reference therein, or arise out of or are based upon
any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
in each case only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such
Shareholder or any agent, underwriter, or representative (as the case may be)
expressly for use therein, and (ii) reimburse the Company for any legal or
other out-of-pocket expenses reasonably incurred by the Company in connection
with investigating or defending any such Claim.


 


(c)  Notice of Claims, Etc.  Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the
commencement of any action or proceeding for which indemnification under subsection (a)
or (b) may be requested, such indemnified party shall, without regard to
whether a claim in respect thereof is to be made against an indemnifying party
pursuant to the indemnification provisions of, or as contemplated by, this Section 5.06,
notify such indemnifying party and the underwriter in writing of the
commencement of such action or proceeding; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party in respect of such action or proceeding on account of the
indemnification provisions of or contemplated by Section 5.06(a) or
5.06(b) hereof unless the indemnifying party was materially prejudiced by such
failure of the indemnified party to give such notice, and in no event shall
such omission relieve the indemnifying party from any other liability it may
have to such indemnified party.  In case
any such action or proceeding shall be brought against any indemnified party
and it shall notify an indemnifying party of the commencement thereof, unless
in the reasonable opinion of outside counsel to the indemnified party a
conflict of interest between such indemnified and indemnifying parties may
exist in respect of such claim, such indemnifying party


 


23





















 


shall be entitled to participate therein and, to the extent that it
shall determine, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
or any other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation (unless such indemnified party reasonably objects to such
assumption on the grounds that there may be defenses available to it which are
different from or in addition to the defenses available to such indemnifying party,
in which event the indemnified party shall have the right to control its
defense and shall be reimbursed by the indemnifying party for the expenses
incurred in connection with retaining one separate counsel).  If the indemnifying party is not entitled to,
or elects not to, assume the defense of a claim, it will not be obligated to
pay the fees and expenses of more than one counsel for each indemnified party
with respect to such claim.  The
indemnifying party will not be subject to any liability for any settlement made
without its consent, which consent shall not be unreasonably withheld or
delayed.  No indemnifying party shall,
without the prior written consent of the indemnified party, compromise or
consent to entry of any judgment or enter into any settlement agreement with
respect to any action or proceeding in respect of which indemnification is
sought under Section 5.06(a) or (b) (whether or not the indemnified party
is an actual or potential party thereto), unless such compromise, consent or
settlement includes an unconditional term thereof the giving by the claimant or
plaintiff to the indemnified party of a release from all liability in respect
of such claim or litigation and does not subject the indemnified party to any
material injunctive relief or other material equitable remedy.


 


(d)  Contribution.  Each Shareholder and the Company agree that
if, for any reason, the indemnification provisions contemplated by Sections
5.06(a) or 5.06(b) hereof are unavailable to or are insufficient to hold
harmless an indemnified party in respect of any Claims referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such Claims in such proportion as is
appropriate to reflect the relative fault of, and benefits derived by, the
indemnifying party and the indemnified party, as well as any other relevant
equitable considerations.  The relative
fault of such indemnifying party and indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or by
such indemnified party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.  The relative benefit derived
by the parties shall be determined by reference to the fact that the Company
entered into this Agreement as an integral part of the transactions pursuant to
which the Shares were acquired.  The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5.06(d) were determined by any method of
allocation which does not take account of the equitable considerations referred
to in this Section 5.06(d).  The
amount paid or payable by an indemnified party as a result of the Claims
referred to above shall be deemed to include (subject to the limitations set
forth in Section 5.06(c) hereof) any legal or other fees or expenses
reasonably incurred by such indemnified party in connection with


 


24





















 


investigating or defending any such action, proceeding or claim.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.


 


(e)  The indemnification and contribution required
by this Section 5.06 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills
are received or expense, loss, damage or liability is incurred.


 


(f)  Beneficiaries of Indemnification.  The obligations of the Company under this Section 5.06
shall be in addition to any liability that it may otherwise have and shall
extend, upon the same terms and conditions, to each employee, officer, director
and partner of each Shareholder or any Subsidiary Holder, each agent of such
Shareholder or any Subsidiary Holder, each underwriter of the Shares and each
person, if any, who controls such Shareholder or any Subsidiary Holder or any
such agent or underwriter within the meaning of the Securities Act; and the
obligations of such Shareholder and each Subsidiary Holder and any agents or
underwriters contemplated by this Section 5.06 shall be in addition to any
liability that such Shareholder or any Subsidiary Holder or their respective
agents or underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company (including any
person who, with his consent, is named in any registration statement as about
to become a director of the Company) and to each person, if any, who controls
the Company within the meaning of the Securities Act.


 


SECTION 5.07.  Underwriters.  If any of the Shares are to be sold pursuant
to an underwritten offering, the investment banker or bankers and the managing
underwriter or underwriters thereof shall be selected by the Company except in
the case of a Demand Registration, in which the managing underwriter or
underwriters shall be selected by the Demand Holder exercising the Demand
Request, provided that such managing underwriter or underwriters must be
of recognized national standing.


 


SECTION 5.08.  Exchange Act Filings; Rule 144; Rule 144A.  (a) 
The Company covenants to and with each Shareholder that to the extent it
shall be required to do so under the Exchange Act, the Company shall timely
file the reports required to be filed by it under the Exchange Act or the
Securities Act (including, but not limited to, the reports under Sections 13
and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144
adopted by the SEC under the Securities Act and the rules and regulations
adopted by the SEC thereunder) and shall take such further action as any
Shareholder may reasonably request, all to the extent required from time to
time to enable the Shareholders to sell Shares without registration under the
Securities Act within the limitations of the exemption provided by Rule 144
under the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC.  Upon the request of a Shareholder, the
Company shall deliver to such Shareholder a written statement as to whether it
has complied with such requirements.


 


25





















 


(b)  If at any time the Company is not subject to Section 13
or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule
12g3-2(b) under the Exchange Act, the Company agrees, upon the request of a
Shareholder seeking to transfer Shares in conformity with Rule 144A under the
Securities Act, to furnish to such Shareholder or prospective purchasers of the
Shares from the Shareholder the information required by Rule 144A(d)(4)(i)
under the Securities Act in the manner and at the times contemplated by such
Rule.


 


(c)  The Company covenants to make available “adequate
current public information” concerning the Company within the meaning of Rule
144(c) under the Securities Act.


 


SECTION 5.09.  Agreements of the Shareholders.  Each Shareholder agrees not to, and it shall
cause its Affiliates not to, make any sale, transfer or other disposition of
Shares except in compliance with the registration requirements of the
Securities Act and the rules and regulations thereunder, including exemptions,
and in accordance with the terms of this Agreement.


 


SECTION 5.10.  Recapitalizations, Exchanges, Etc.
Affecting the Shares.  The provisions
of this Agreement shall apply to any and all shares of capital stock of the
Company or any successor or assign of the Company (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect of,
in exchange for, or in substitution of the Shares, by reason of a stock
dividend, stock split, stock issuance, reverse stock split, combination,
recapitalization, reclassification, merger, consolidation or otherwise.  Upon the occurrence of any such event,
amounts hereunder shall be appropriately adjusted.


 


ARTICLE VI


 


Term of
Agreement


 


SECTION 6.01.  Term of Agreement.  This Agreement shall take effect immediately
upon the occurrence of Effective Time. 
This Agreement (other than the provisions of Section 5.06) shall
terminate with respect to any Shareholder on the date that such Shareholder and
its Subsidiary Holders no longer own any shares of Common Stock.


 


ARTICLE VII


 


Miscellaneous
Provisions


 


SECTION 7.01.  Specific Performance. The parties
hereto hereby declare that irreparable damage would occur as a result of the
failure of any party hereto to perform any of its obligations under this
Agreement in accordance with the specific terms hereof.  Therefore, all parties hereto shall have the
right to specific performance of the obligations of the other parties under
this Agreement and if any party hereto shall institute any action or proceeding
to enforce the provisions hereof, any person against whom such action or
proceeding is brought hereby waives the claim or defense therein


 


26





















 


that such party has an adequate remedy at law.  The right to specific performance should be
in addition to any other remedy to which a party hereto may be entitled at law
or in equity.


 


SECTION 7.02.  Legends.  (a) Each certificate representing Shares
shall bear the following legend:


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TERMS AND CONDITIONS (INCLUDING
RESTRICTIONS ON VOTING AND TRANSFER) SET FORTH IN A SHAREHOLDERS AGREEMENT
DATED AS OF •,
•, A COPY OF WHICH
MAY BE OBTAINED FROM [NEWCO], INC.  NO
TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF, OR BE EFFECTIVE WITH
RESPECT TO, [NEWCO], INC. UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE
TERMS OF SUCH AGREEMENT.


 


(b)  In addition, stop transfer restrictions will
be given to the Company’s transfer agent(s) with respect to the Shares and
there will be placed on the certificates or instruments representing the
Shares, and on any certificate or instrument delivered in substitution
therefor, a legend stating in substance:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO
SUCH REGISTRATION OR IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


 


(c)  The Company hereby agrees that it will cause
stop transfer restrictions to be released with respect to any Shares that are
transferred in compliance with the terms and provisions of this Agreement and
(i) pursuant to an effective registration statement under the Securities Act,
(ii) pursuant to Rule 144 or 145 under the Securities Act, (iii) in accordance
with the requirements of Rule 903 or 904 of Regulation S under the Securities
Act, or (iv) pursuant to another exemption from the registration requirements
of the Securities Act; provided, however, that in the case of any
transfer pursuant to clause (ii), (iii) or (iv) above, the request for transfer
is accompanied by a written statement signed by a Shareholder confirming
compliance with the requirements of the relevant exemption from registration;
and provided, further, that in the case of any transfer pursuant
to clause (iv) above, other than any transfer by such Shareholder to one or
more of such Shareholder’s direct or indirect subsidiaries, or among such
subsidiaries, or by any such subsidiary to such Shareholder, the Company shall
have received a written opinion of counsel reasonably satisfactory to the
Company.  The Company further agrees that
it will cause the legends described in subsections (a) and (b) of this Section 7.02
to be removed in the event of any transfer as provided in clause (i), (ii) or
(iii) above.


 


27





















 


SECTION 7.03.  Conflicts and Inconsistent Agreements.  Each of the Shareholders and the Company
shall take all action necessary, including but not limited to the voting of
capital stock of the Company, to ensure that the certificate of incorporation
and by-laws of the Company and the certificates of incorporation and by-laws or
other governing documents of the Company’s subsidiaries are consistent with,
and do not conflict with, the terms of this Agreement.  Neither the Company nor any Shareholder shall
enter into any agreement inconsistent with the terms of this Agreement.


 


SECTION 7.04.  Complete Agreement.  This Agreement constitutes the entire
agreement and understanding among the parties hereto with respect to the
matters referred to herein and supersedes all prior agreements and
understandings among the parties hereto with respect to the matters referred to
herein.


 


SECTION 7.05.  Amendment.  This Agreement may not be amended, modified
or supplemented and no waivers of or consents to departures from the provisions
hereof may be given unless consented to in writing by the Company, AAH and
Specified Shareholders holding a majority of all Shares held by Specified
Shareholders.


 


SECTION 7.06.  Successors; Assigns; Subsidiary Holders.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned, directly or indirectly,
including by operation of law, by any Shareholder without the prior written
consent of the Company.  The terms and
conditions of this Agreement shall be binding on and inure to the benefit of
the respective successors and permitted assigns of the parties hereto.  Each Shareholder agrees with respect to any
Affiliate that becomes a Subsidiary Holder hereunder, to promptly thereafter
cause such Affiliate to execute a counterpart hereof agreeing to be bound by
all of the terms, conditions and restrictions of this Agreement, as and to the
same extent as such Shareholder.  The execution
of a counterpart hereof by an Affiliate who has become a Subsidiary Holder does
not constitute an assignment of any part of this Agreement prohibited by this Section 7.06,
and the Shareholder with which such Subsidiary Holder is affiliated with will
remain bound by all of the terms, conditions and restrictions of this
Agreement.


 


SECTION 7.07.  Attorney Fees.  A party in breach of this Agreement shall, on
demand, indemnify and hold harmless the other party for and against all
reasonable out-of-pocket expenses, including legal fees and expenses, incurred
by such other party by reason of the enforcement and protection of its rights
under this Agreement.  The payment of
such expenses is in addition to any other relief to which such other party may
be entitled.


 


SECTION 7.08.  Notices.  All notices or other communications required
or permitted to be given hereunder shall be in writing and shall be delivered
by hand or sent by prepaid telex, cable or telecopy or sent, postage prepaid,
by registered, certified or express mail or reputable overnight courier service
and shall be deemed given when so delivered by hand, telexed, cabled or
telecopied, or if mailed, three days after mailing (one business day in the
case of express mail or overnight courier service), as follows (or


 


28





















 


at such other address, telephone number and fax number as a party shall
notify each other party hereto):


 


(i) if to the Company:


 


Asbury Automotive Group, Inc.


Three Landmark Square


Suite 500


Stamford, CT 06901


Attention: 
General Counsel


 


with copies to:


 


Cravath, Swaine & Moore


Worldwide Plaza


825 Eighth Avenue


New York, NY 10019


Attention: 
Thomas E. Dunn, Esq.


 


(ii) if to AAH:


 


c/o Ripplewood Holdings L.L.C.                      One
Rockefeller Plaza


32nd Floor


New York, NY 10020


Attention: 
Timothy Collins


 


with copies to:


 


Cravath, Swaine & Moore


Worldwide Plaza


825 Eighth Avenue


New York, NY 10019


Attention: 
Thomas E. Dunn, Esq.


 


(iii) if to any of the Specified
Shareholders, at the addresses for such Specified Shareholder set forth in the
LLC Agreement.


with copies to:


 


Patterson, Belknap, Webb & Tyler LLP


1133 Avenue of the Americas


New York, NY 10036


Attention: 
George S. Frazza, Esq.


 


SECTION 7.09.  Interpretation; Exhibits and Schedules.  The headings contained in this Agreement, in
any Exhibit or Schedule hereto and in the table of contents to this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. 
All Exhibits and Schedules annexed hereto or referred to herein are
hereby incorporated in and made a part of this Agreement


 


29





















 


as if set forth in full herein. 
Any capitalized terms used in any Schedule or Exhibit but not
otherwise defined therein, shall have the meaning as defined in this Agreement.


 


SECTION 7.10.  Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party.


 


SECTION 7.11.  Severability.  If any provision of this Agreement (or any
portion thereof) or the application of any such provision (or any portion
thereof) to any person or circumstance shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof (or the remaining portion thereof) or the application of such provision
to any other persons or circumstance.


 


SECTION 7.12.  GOVERNING LAW. THIS AGREEMENT AND ALL
ACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT
OF LAWS PRINCIPLES).


 


SECTION 7.13.  SUBMISSION TO JURISDICTION.  ANY AND ALL SUITS, LEGAL ACTIONS OR
PROCEEDINGS ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT IN THE SUPERIOR
COURT OR THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR THE
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OR IN THE
SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY OR THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND EACH PARTY HEREBY
SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE
PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS.  IN ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING,
EACH PARTY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLIANT OR OTHER PROCESS
AND AGREES THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL
DIRECTED TO IT AT ITS ADDRESS SET FORTH IN THE BOOKS AND RECORDS OF THE
COMPANY.  TO THE FULLEST EXTENT PERMITTED
BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH SUIT, LEGAL ACTION OR
PROCEEDING IN ANY SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUIT,
LEGAL ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.


 


SECTION 7.14.  WAIVER OF JURY TRIAL.  EACH PARTY HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION


 


30





















 


WITH THIS AGREEMENT.  EACH PARTY
(I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.14.


 


SECTION 7.15.
No Waiver of Rights.  No failure
or delay on the part of any party in the exercise of any power or right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power or right preclude other or further exercise thereof
or of any other right or power.  The
waiver by any party or parties hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any other or
subsequent breach hereunder.  All rights
and remedies existing under this Agreement are cumulative and are not exclusive
of any rights or remedies otherwise available.


 


31





















 


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


 


	
   

  	
  ASBURY AUTOMOTIVE GROUP, INC.,

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Ian K.
  Snow

  	
   

  
	
   

  	
   

  	
  Name: 
  Ian K. Snow

  
	
   

  	
   

  	
  Title: 
  Secretary

  
	
   

  	
   

  	
   

  



 


	
   

  	
  ASBURY AUTOMOTIVE HOLDINGS L.L.C.,

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Ian K.
  Snow

  	
   

  
	
   

  	
   

  	
  Name: 
  Ian K. Snow

  
	
   

  	
   

  	
  Title: 
  Secretary

  



 


32





















 


	
   

  	
  SPECIFIED SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NALLEY MANAGEMENT SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ C. V. Nalley

  	
   

  
	
   

  	
   

  	
  Name: 
  C. V. Nalley

  
	
   

  	
   

  	
  Title: 
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NALLEY CHEVROLET, INC.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ C. V. Nalley

  	
   

  
	
   

  	
   

  	
  Name: 
  C. V. Nalley

  
	
   

  	
   

  	
  Title: 
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPECTRUM SOUND & ACCESSORIES, INC.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ C. V. Nalley

  	
   

  
	
   

  	
   

  	
  Name: 
  C. V. Nalley

  
	
   

  	
   

  	
  Title: 
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NALLEY MARIETTA AUTOMOBILES, INC.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ C. V. Nalley

  	
   

  
	
   

  	
   

  	
  Name: 
  C. V. Nalley

  
	
   

  	
   

  	
  Title: 
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NALLEY LUXURY IMPORTS, INC.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ C. V. Nalley

  	
   

  
	
   

  	
   

  	
  Name: 
  C. V. Nalley

  
	
   

  	
   

  	
  Title: 
  President

  



 


33





















 


	
   

  	
  NALLEY ATLANTA IMPORTS, INC.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ C. V. Nalley

  	
   

  
	
   

  	
   

  	
  Name: 
  C. V. Nalley

  
	
   

  	
   

  	
  Title: 
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPECTRUM LEASING, INC.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ C. V. Nalley

  	
   

  
	
   

  	
   

  	
  Name: 
  C. V. Nalley

  
	
   

  	
   

  	
  Title: 
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THOMAS F. MCLARTY III

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Thomas F. McLarty III

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: 
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARK C. MCLARTY

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Mark McLarty

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE FRANKLIN H. MCLARTY

  IRREVOCABLE TRUST

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Paul Hart

  	
   

  
	
   

  	
   

  	
  Name: 
  Paul Hart

  
	
   

  	
   

  	
  Title: 
  Trustee

  



 


34





















 


	
   

  	
  THE CALDWELL FAMILY LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Jack Caldwell

  	
   

  
	
   

  	
   

  	
  Name: Jack Caldwell

  
	
   

  	
   

  	
  Title: 
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RIVER RIDGE INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Stephen B. Humphries

  	
   

  
	
   

  	
   

  	
  Name: 
  Stephen B. Humphries

  
	
   

  	
   

  	
  Title: 
  Managing Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE LAURA M. HUMPHRIES

  IRREVOCABLE TRUST

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Thomas McLarty

  	
   

  
	
   

  	
   

  	
  Name: 
  Thomas McLarty

  
	
   

  	
   

  	
  Title: 
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE MATTHEW B. HUMPHRIES

  IRREVOCABLE TRUST

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Thomas McLarty

  	
   

  
	
   

  	
   

  	
  Name: 
  Thomas McLarty

  
	
   

  	
   

  	
  Title: 
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROB FERON

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Rob
  Feron

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


35





















 


	
   

  	
  TODD SHORES

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Todd Shores

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PHILLIP H. MAYFIELD

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Phillip H. Mayfield

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LUTHER COGGIN

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Luther Coggin

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRACYE C. HAWKINS 1999 ATT TRUST

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Luther Coggin

  	
   

  
	
   

  	
   

  	
  Name: 
  Luther Coggin

  
	
   

  	
   

  	
  Title: 
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHRISTY C. HAYDEN 1999 ATT TRUST

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Luther Coggin

  	
   

  
	
   

  	
   

  	
  Name: 
  Luther Coggin

  
	
   

  	
   

  	
  Title: 
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CINDY S. COGGIN 1999 ATT TRUST

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Luther Coggin

  	
   

  
	
   

  	
   

  	
  Name: 
  Luther Coggin

  
	
   

  	
   

  	
  Title: 
  Trustee

  



 


36





















 


	
   

  	
  RICHARD A. CARACELLO

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Richard A. Caracello

  	
   

  
	
   

  	
   

  	
  Name: 
  

  
	
   

  	
   

  	
  Title: 
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KEVIN DELANEY

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Kevin Delaney

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MITCHELL W. LEGLER AND

  HARRIETTE D. LEGLER,

  TENANTS BY THE ENTIRETIES

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Mitchell W. Legler

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LINDA L. MARLETTE

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Linda L. Marlette

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHARLES L. MCINTOSH

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Charles L. McIntosh

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NANCY D. NOBLE

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Nancy D. Noble

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


37





















 


	
   

  	
  THOMAS G. ROETS, JR.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Thomas G. Roets, Jr.

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JOHN M. ROOKS

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ John M. Rooks

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TODD F. SETH

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Todd F. Seth

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHARLIE (C.B.) TOMM AND

  ANITA DESAUSSURE TOMM,

  TENANTS BY THE ENTIRETIES

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Charlie B. Tomm

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Anita deS. Tomm

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STEPHEN M. SILVERIO

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Stephen M. Silverio

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


38





















 


	
   

  	
  CNC AUTOMOTIVE, LLC

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Michael S. Kearney

  	
   

  
	
   

  	
   

  	
  Name: Michael S. Kearney

  
	
   

  	
   

  	
  Title: 
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEALER GROUP

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Scott L. Thomason

  	
   

  
	
   

  	
   

  	
  Name: 
  Scott L. Thomason

  
	
   

  	
   

  	
  Title: 
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JOHN R. CAPPS

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ John R. Capps

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  J.I.W. ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Jeffrey I. Wooley

  	
   

  
	
   

  	
   

  	
  Name: 
  Jeffrey I. Wooley

  
	
   

  	
   

  	
  Title: 
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DMCD AUTOS IRVING, INC.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Ben David McDavid

  	
   

  
	
   

  	
   

  	
  Name: 
  Ben David McDavid

  
	
   

  	
   

  	
  Title: 
  President

  



 


39





















 


	
   

  	
  DMCD AUTOS HOUSTON, INC.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Ben David McDavid

  	
   

  
	
   

  	
   

  	
  Name: 
  Ben David McDavid

  
	
   

  	
   

  	
  Title: 
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JAMES TORDA

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ James Torda

  	
   

  
	
   

  	
   

  	
  Name: 
  

  
	
   

  	
   

  	
  Title: 
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DAVE WEGNER

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Dave Wegner

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHILDS & ASSOCIATES INC.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ William L. Childs Sr.

  	
   

  
	
   

  	
   

  	
  Name: 
  William L. Childs Sr.

  
	
   

  	
   

  	
  Title: 
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUDDY HUTCHINSON CARS, INC.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ M. F. Hutchinson

  	
   

  
	
   

  	
   

  	
  Name: 
  M. F. Hutchinson

  
	
   

  	
   

  	
  Title: 
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JEFF KING

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Jeff King

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


40





















 


	
   

  	
  ROBERT E. GRAY

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Robert E. Gray

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOEL DANIELS

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Noel E. Daniels

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STEVEN INZINNA

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Steven Inzinna

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JOSEPH UMBRIANO

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Joseph Umbriano

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PAULA TABAR

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Paula Tabar

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GIBSON FAMILY PARTNERSHIP, L.P.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Thomas Gibson

  	
   

  
	
   

  	
   

  	
  Name: 
  Thomas Gibson

  
	
   

  	
   

  	
  Title: 
  General Partner

  



 


41





















 


	
   

  	
  ROBERT DENNIS

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Robert Dennis

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THOMAS F. GILMAN

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Thomas F. Gilman

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THOMAS G. MCCOLLUM

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Thomas G. McCollum

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AND EACH OTHER MEMBER OF THE COMPANY

  
	
   

  	
   

  
	
   

  	
  by: 
  ASBURY AUTOMOTIVE HOLDINGS L.L.C., as attorney-in-fact for the other
  Specified Shareholders pursuant to the Powers of Attorney granted pursuant toSection 8.05
  of the LLC Agreement.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ John Roth

  	
   

  
	
   

  	
   

  	
  Name: 
  John Roth

  
	
   

  	
   

  	
  Title:

  



 


42





















 


Schedule I


 


Names of
Acceptable Designees as


Dealer
Directors


 


David McDavid


 


Royce Reynolds


 


John Capps


 


Luther Coggin


 


Jim Nalley


 


Thomas F. McLarty


 


Scott Thomason


 


Jeffrey I. Wooley


 


Charlie (C.B.) Tomm


 


43