Exhibit 4.11


 


FIRST
AMENDMENT TO SHAREHOLDERS AGREEMENT


 


This first
amendment to the Shareholders Agreement (as defined below), dated as of March 19,
2004 (this “Amendment”), is made 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.


 


RECITALS


 


WHEREAS, the
Company, AAH and the Specified Shareholders (as defined in the Shareholders
Agreement) entered into the Shareholders Agreement, dated as of March 1,
2002 (the “Shareholders Agreement”);


 


WHEREAS, the
Company, AAH and Specified Shareholders holding a majority of the shares of
common stock, par value $0.01 per share, of the Company held by Specified
Shareholders wish to amend the definition of “Shares” set forth in the
Shareholders Agreement; and


 


WHEREAS, the
Company, AAH, Specified Shareholders holding a majority of the shares of common
stock, par value $0.01 per share, of the Company held by Specified Shareholders
and the Shareholders to be released as parties to the Shareholders Agreement
pursuant to this Amendment wish to release certain parties to the Shareholders
Agreement from their rights and obligations thereunder.


 


NOW THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 


1.                                       Each Shareholder
listed on Schedule I shall be released from its obligations under the
Shareholders Agreement from the date of this Amendment and shall no longer be a
party thereto as of the date hereof upon the effectiveness of this Section 1
with respect to such Shareholder as provided in Section 5.  Upon the effectiveness of this Section 1
with respect to such a Shareholder, the definition of “Shareholders” as set
forth the Shareholders Agreement shall be amended by removing such Shareholder.


 


2.                                       The definition
of “Shares” set forth in Section 1.01(a) of the Shareholders
Agreement is hereby amended to read in its entirety as follows:


 


“‘Shares’ shall mean, with respect to a Shareholder, the shares
of Common Stock owned by such Shareholder or any Subsidiary Holder as of the
consummation of the initial public offering of the common stock, par value
$0.01 per share, of the Company on March 19, 2002.”


 


3.                                       Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Shareholders Agreement.


 





















 


4.                                       Except as
specifically amended hereby, the other terms and conditions of the Shareholders
Agreement shall remain in full force and effect.


 


5.                                       This Amendment
shall become effective as of the date first written above on the date that the
Company shall have received counterparts of this Amendment that, when taken
together, bear the signatures of the Company, AAH and Specified Shareholders
holding a majority of all Shares held by Specified Shareholders, provided,
however, that Section 1 hereof shall only become effective with
respect to a Shareholder listed on Schedule I hereto when the Company shall
have received, in addition to counterparts of this Amendment executed by the
Company, AAH and Specified Shareholders holding a majority of all Shares held
by Specified Shareholders, a counterpart of this Amendment executed by such
Shareholder.  The failure of Section 1
to become effective with respect to any Shareholder listed on Schedule I
as provided in this Section 5 shall have no effect on the effectiveness of
the rest of this Amendment, including the effectiveness of Section 1 with
respect to any other Shareholder listed on Schedule I that duly delivers
to the Company an executed counterpart to this Amendment..


 


6.                                       This Amendment
may be executed in one or more counterparts, all of which shall be considered
one and the same agreement.  Delivery of
an executed counterpart of a signature page of this Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.


 


7.                                       THIS AMENDMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY
WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH
STATE.


 


2





















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed as
of the day and year first above written.


 


	
   

  	
  ASBURY AUTOMOTIVE GROUP, INC.,

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Kenneth B. Gilman

  	
   

  
	
   

  	
   

  	
    Name: Kenneth B. Gilman

  
	
   

  	
   

  	
    Title:  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  ASBURY AUTOMOTIVE HOLDINGS L.L.C..,

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Ian K. Snow

  	
   

  
	
   

  	
   

  	
    Name:  Ian K. Snow

  
	
   

  	
   

  	
    Title: Vice President

  
	
   

  	
   

  
	
   

  	
  C.V. NALLEY, III

  
	
   

  	
   

  
	
   

  	
  /s/ C. V. Nalley, III

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE 2004 NALLEY ANNUITY TRUST U/A

  1/7/04,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  C. V. Nalley, III

  	
   

  
	
   

  	
   

  	
    Name: C.V. Nalley, III

  
	
   

  	
   

  	
    Title: Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LUTHER W. AND BLANCHE B. COGGIN 2003

  TRUST,

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Charles B. Tomm

  	
   

  
	
   

  	
   

  	
    Name: Charles B. Tomm

  
	
   

  	
   

  	
    Title: Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRACYE C. HAWKINS 1999 ATT TRUST,

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Luther W. Coggin

  	
   

  
	
   

  	
   

  	
    Name: Luther W. Coggin

  
	
   

  	
   

  	
    Title: Trustee

  



 


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  CHRISTY C. HAYDEN 1999 ATT TRUST,

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Luther W. Coggin

  	
   

  
	
   

  	
   

  	
    Name: Luther W. Coggin

  
	
   

  	
   

  	
    Title: Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CINDY S. COGGIN 1999 ATT TRUST,

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Luther W. Coggin

  	
   

  
	
   

  	
   

  	
    Name: Luther W. Coggin

  
	
   

  	
   

  	
    Title: Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHARLES (C.B.) TOMM AND ANITA

  DESAUSSURE TOMM, TENANTS BY THE

  ENTIRETIES,

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Charles B. Tomm

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CNC AUTOMOTIVE GROUP, LLC,

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Michael Kearney

  	
   

  
	
   

  	
   

  	
    Name:  Michael Kearney

  
	
   

  	
   

  	
    Title:  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JOHN R. CAPPS,

  
	
   

  	
   

  
	
   

  	
  /s/ John R. Capps

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JIW FUND I, LLC,

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Jeffrey I. Wooley

  	
   

  
	
   

  	
   

  	
    Name:  Jeffrey I. Wooley

  
	
   

  	
   

  	
    Title:  Manager

  



 


	
   

  	
  JIW ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Jeffrey I. Wooley

  	
   

  
	
   

  	
   

  	
    Name:  Jeffrey I. Wooley

  
	
   

  	
   

  	
    Title:  President

  



 


4





















 


	
   

  	
  DMCD AUTOS IRVING, INC.,

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Ben David McDavid

  	
   

  
	
   

  	
   

  	
    Name:  Ben David McDavid

  
	
   

  	
   

  	
    Title:  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DMCD AUTOS HOUSTON, INC,

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Ben David McDavid

  	
   

  
	
   

  	
   

  	
    Name:  Ben David McDavid

  
	
   

  	
   

  	
    Title:  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROBERT E. GRAY

  
	
   

  	
   

  
	
   

  	
  /s/ Robert E. Gray

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LUTHER W. COGGIN

  
	
   

  	
   

  
	
   

  	
  /s/ Luther W. Coggin

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THOMAS F. MCLARTY, III

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas F. McLarty, III

  	
   

  



 


5





















 


SPECIFIED
SHAREHOLDERS RELEASED FROM


SHAREHOLDERS
AGREEMENT


 


Mark C.
McLarty


 


The Franklin
H. McLarty Irrevocable Trust


 


The Caldwell
Family Limited Partnership


 


River Ridge
Investments, LLC


 


The L. M.
Humphries Irrevocable Trust


 


The M. B.
Humphries Irrevocable Trust


 


Rob Feron


 


Todd Shores


 


Phillip H.
Mayfield


 


Richard A.
Caracello


 


Kevin Delaney


 


Mitchell W.
Legler and Harriette D. Legler, Tenants by the Entireties


 


Linda L.
Marlette


 


Charles L.
McIntosh


 


Thomas G. Roets, Jr.


 


John M. Rooks


 


Todd Seth


 


Jeff King


 


Joseph
Umbriano


 


Paula Tabar


 


Estate of
Brian Kendrick


 


Robert Dennis


 


Thomas F.
Gilman