EXECUTION
COPY


Exhibit
4.1


Conformed
Copy


FIFTH SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of March 8, 2007,
between Asbury Automotive Group, Inc., a Delaware corporation (the “Company”),
and The Bank of New York, as trustee under the indenture referred to below (the
“Trustee”).


W I T N E S S E T H


WHEREAS, the Company has
heretofore executed and delivered to the Trustee an indenture, dated as of
June 5, 2002 (as amended, supplemented and otherwise modified by the First
Supplemental Indenture dated as of March 19, 2003, by the Second Supplemental
Indenture dated as of December 23, 2003, by the Third Supplemental Indenture
dated as of December 7, 2004, and by the Fourth Supplemental Indenture dated as
of September 30, 2005, the “Indenture”), providing for the issuance of
9% Senior Subordinated Notes due 2012 (the “Notes”);


WHEREAS, Section 9.02 of
the Indenture provides that the Company and the Trustee may amend or supplement
the Indenture, with the written consent of the Holders of at least a majority
in principal amount of the outstanding Notes, excluding for such purpose any
Notes owned by the Company and certain of its affiliates (the “Requisite
Consents”), by entering into a supplemental indenture;


WHEREAS, the Company has
solicited consents from Holders of the Notes to approve the proposed amendments
to the Indenture set forth herein (the “Proposed Amendments”) upon the
terms and subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement, dated February 26, 2007 (the “Offer to
Purchase”) and the related Letter of Transmittal and Consent (which
together constitute the “Offer”);


WHEREAS, the Company has
received and delivered to the Trustee the Requisite Consents to effect the
Proposed Amendments under the Indenture;


WHEREAS, this
Supplemental Indenture has been duly authorized by all necessary corporate
action on the part of the Company and the Trustee; and


WHEREAS, all things
necessary to make this Supplemental Indenture a valid agreement of the Company,
and a valid supplement to the Indenture, have been done.


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


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



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2.             DELETION OF CERTAIN PROVISIONS. Each of Sections 4.03
(Reports), 4.04 (Compliance Certificate), 4.05 (Payment of Taxes and Other
Claims), 4.06 (Stay, Extension and Usury Laws), 4.07 (Restricted Payments),
4.08 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries),
4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock), 4.10 (Asset
Sales), 4.11 (Transactions with Affiliates), 4.12 (Limitation on Liens), 4.13
(Designation of Restricted and Unrestricted Subsidiaries), 4.14 (Corporate
Existence), 4.15 (Offer to Repurchase Upon Change of Control), 4.16
(Anti-Layering) and 4.17 (Additional Subsidiary Guarantees) of the Indenture
and clauses (d), (f), (g) and (h) of Section 6.01 of the Indenture is hereby
deleted in its entirety and, in the case of each such section and clause,
replaced with the phrase “Intentionally Omitted.”  All references to such sections or clauses
shall also be deleted throughout the Indenture, and such sections, clauses and
references thereto shall be of no further force or effect.


3.             AMENDMENT OF SECTION 5.01 OF THE INDENTURE.  Section 5.01 of the Indenture is hereby
amended and restated to read in its entirety as follows:


“Section 5.01.        Merger, Consolidation, or Sale of
Assets.


The Company shall
not, directly or indirectly (1) consolidate or merge with or into another
Person (whether or not the Company is the surviving corporation), or (2) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Company and its Restricted Subsidiaries taken
as a whole, in one or more related transactions to, another Person, unless (i)
either (A) the Company is the surviving corporation or (B) the Person formed by
or surviving any such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia (any such Person,
the “Successor Company”) and (ii) the Successor Company assumes all the
obligations of the Company under the Notes, this Indenture and the Registration
Rights Agreement pursuant to agreements reasonably satisfactory to the
Trustee.  In addition, the Company shall
not, directly or indirectly, lease all or substantially all of its properties
or assets, in one or more related transactions, to any other Person. The
provisions of this Section 5.01 shall not be applicable to a sale, assignment,
transfer, conveyance or other disposition of assets between or among the
Company and any of the Guarantors.”


4.             AMENDMENT OF SECTION 6.01(e) OF THE INDENTURE.  Section 6.01(e) of the Indenture is hereby
amended and restated to read in its entirety as follows:


“(e) the Company
or any of its Restricted Subsidiaries fails to observe or perform any other
covenant or other agreement in this Indenture for 60 days after notice to the
Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes (including Additional Notes, if any) then outstanding
voting as a single class; provided, however, that this clause (e)
shall not apply to any of the provisions of Sections 4.03, 4.04, 4.05, 4.06,
4.08, 4.11, 4.12, 4.13, 4.14, 4.16 and 4.17 hereof;”


5.             AMENDMENT OF SECTION 6.01(i) OF THE INDENTURE.  Section 6.01(i) of the Indenture is hereby
amended and restated to read in its entirety as follows:



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“(i) the Company:


(i)      commences a voluntary case,


(ii)     consents to the entry of an order for
relief against it in an involuntary case,


(iii)    consents to the appointment of a custodian
of it or for all or substantially all of its property,


(iv)    makes a general assignment for the benefit
of its creditors, or


(v)     generally is not paying its debts as they
become due; or”


6.             AMENDMENT OF SECTION 6.01(j) OF THE INDENTURE.  Section 6.01(j) of the Indenture is hereby
amended and restated to read in its entirety as follows:


“(j) a court of
competent jurisdiction enters an order or decree under any Bankruptcy Law that:


(i)      is for relief against the Company in an
involuntary case;


(ii)     appoints a custodian of the Company or for
all or substantially all of the property of the Company; or


(iii)    orders the liquidation of the Company;


and the order or decree
remains unstayed and in effect for 60 consecutive days.”


7.             AMENDMENT OF SECTION 11.05 OF THE INDENTURE.  Section 11.05 of the Indenture is hereby
amended and restated to read in its entirety as follows:


“Section 11.05.      Guarantors May Consolidate, etc., on
Certain Terms.


Except as
otherwise provided in Section 11.06, no Guarantor may sell or otherwise dispose
of all or substantially all of its assets to, or consolidate with or merge with
or into (whether or not such Guarantor is the surviving Person) another Person
whether or not affiliated with such Guarantor unless the Person acquiring the
property in any such sale or disposition or the Person formed by or surviving
any such consolidation or merger, if other than such Guarantor, assumes all the
obligations of that Guarantor under this Indenture, its Subsidiary Guarantee
and, if the Exchange Offer has not been consummated or Special Interest remains
due and owing, under the Registration Rights Agreement pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee and completes all other required documentation.


In case of any
such consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee
endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had 



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been named herein as a
Guarantor. Such successor Person thereupon may cause to be signed any or all of
the Subsidiary Guarantees to be endorsed upon all of the Notes issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all
respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.


Except as set
forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any
of the Notes shall prevent any consolidation or merger of a Guarantor with or
into the Company or another Guarantor, or shall prevent any sale or conveyance
of the property of a Guarantor as an entirety or substantially as an entirety
to the Company or another Guarantor.”


8.             OTHER AMENDMENTS TO THE INDENTURE.  All definitions in the Indenture which are
used exclusively in the sections and clauses deleted pursuant to Sections 2, 3,
4, 5, 6 and 7 of this Supplemental Indenture or whose sole use or uses in the
Indenture were eliminated in the revisions set forth in Sections 2, 3, 4, 5, 6
and 7 of this Supplemental Indenture are hereby deleted.  All references, including, without
limitation, references in Article 6 regarding Events of Default, in the Indenture
to sections and clauses deleted by Sections 2, 3, 4, 5, 6 and 7 of this
Supplemental Indenture shall also be deleted in their entirety.


9.             AMENDMENT TO THE NOTES. 
The Notes include or refer to certain of the foregoing provisions from
the Indenture to be deleted or amended pursuant to Sections 2, 3, 4, 5, 6 and 7
hereof. Such provisions or references in the Notes shall be deemed deleted or
amended, as applicable, notwithstanding the form of any certificates
representing the Notes.


10.           EFFECTIVENESS OF AMENDMENTS.  This Supplemental Indenture shall be
effective upon execution hereof by the Company and the Trustee; provided,
however, that the Proposed Amendments to the Indenture set forth in
Sections 2, 3, 4, 5, 6, 7 and 8 of this Supplemental Indenture, and the
amendment to the Notes set forth in Section 9 of this Supplemental Indenture,
shall not become operative until all Notes validly tendered pursuant to the
Offer shall have been accepted for purchase by the Company pursuant to the
Offer.


11.           INTERPRETATION.  Upon the execution and delivery of this
Supplemental Indenture, the Indenture shall be modified and amended in
accordance with this Supplemental Indenture, and all the terms and conditions
of both shall be read together as though they constitute one instrument, except
that, in case of conflict, the provisions of this Supplemental Indenture will
control.  The Indenture, as modified and
amended by this Supplemental Indenture, is hereby ratified and confirmed in all
respects and shall bind every Holder of Notes. 
In case of conflict between the terms and conditions contained in the
Notes and those contained in the Indenture, as modified and amended by this
Supplemental Indenture, the provisions of the Indenture, as modified by this
Supplemental Indenture, shall control.


12.           NO RECOURSE AGAINST OTHERS. No past,
present or future director, officer, employee, incorporator, stockholder or
agent of the Company or any Guarantor, as such, shall have any liability for
any obligations of the Company or such Guarantor under the Notes, any
Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of the 



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Notes by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.


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


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


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


16.           SEVERABILITY.  In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


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


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



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


SIGNATURES


 


	
  

  	
  ASBURY AUTOMOTIVE GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  J. Gordon Smith

  
	
   

  	
   

  	
  Name: J. Gordon Smith

  
	
   

  	
   

  	
  Title: Senior Vice President & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Carlos R. Luciano

  
	
   

  	
   

  	
  Name: Carlos R. Luciano

  
	
   

  	
   

  	
  Title: Vice President

  



 



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