Exhibit
10.1


THIRD AMENDMENT TO

CREDIT AGREEMENT


This THIRD AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”), effective as of March __,
2007, is entered into by and among Asbury
Automotive Group, Inc. (the “Company”),
each of the subsidiaries of the Company listed on the signature pages hereof
(the “Floor Plan Borrowers”), each of the Lenders listed on the
signature pages hereof (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent for the
Lenders (the “Agent”), JPMorgan Chase
Bank, N.A., as Floor Plan Agent for the Lenders (the “Floor Plan
Agent”) and Bank of America, N.A.,
as Syndication Agent.


PRELIMINARY
STATEMENT


WHEREAS,
the Company, the Floor Plan Borrowers, the Lenders, the Agent, the Floor Plan
Agent and the Syndication Agent entered into that certain Revolving Credit
Agreement dated March 23, 2005 (as amended, the “Credit Agreement”),
under the terms of which such Lenders agreed to make available to the Company
(a) a revolving credit commitment not to exceed at any time $150,000,000.00 and
(b) a floor plan loan commitment not to exceed $650,000,000.00; and


WHEREAS,
pursuant to the First Amendment to Credit Agreement and Waiver, effective March
1, 2006, all the parties thereto agreed to reduce the revolving credit
commitment to $125,000,000 and the floor plan commitment to $425,000,000; and


WHEREAS,
pursuant to the Second Amendment to Credit Agreement certain other
provisions  of the Credit Agreement were
amended; and


WHEREAS,
the Company and the Floor Plan Borrowers have requested the Lenders, the Agent
and the Floor Plan Agent to amend certain provisions of the Credit Agreement;
and


WHEREAS,
the Lenders, the Agent and the Floor Plan Agent have agreed to do so to the
extent reflected in this Amendment.


NOW,
THEREFORE, in consideration of the premises and for other
good and valuable consideration and the mutual benefits, covenants and
agreements herein expressed, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


1.   Defined Terms.   All
capitalized terms used in this Amendment and not otherwise defined herein shall
have the meanings ascribed to such terms in the Credit Agreement.


2.   Amendments to
Section 1.1.   (a)  Section
1.1 of the Credit Agreement is hereby amended by restating the definition
of “Restricted Payment” contained therein, to read as follows:













 


“Restricted Payment” means, as to
any Person, any dividend or other distribution of assets, properties, cash,
rights, obligations or securities made by such Person or any Subsidiary of such
Person on account of shares of such Person’s capital stock, or any partnership
interest or similar ownership interest in such Person, or any purchase,
retirement, redemption or other acquisition made by such Person or any Subsidiary
of such Person of any of such Person’s capital stock, partnership interest or
similar ownership interest or warrants, rights or options evidencing a right to
acquire such shares or interests. 
Notwithstanding the foregoing, (i) any cash payment constituting the
return of principal or cash in lieu of fractional shares in respect of
convertible Indebtedness shall not constitute a Restricted Payment and (ii)
only the net cash payment by the Company in respect of any contracts or other
agreements entered into to hedge the conversion price of convertible
Indebtedness shall constitute a Restricted Payment.


(b)   Section 1.1   of
the Credit Agreement is hereby amended by restating the definition of “Subordinated
Indebtedness” contained therein to provide that Subordinated Indebtedness
cannot have a final, stated maturity earlier than the Maturity Date by
inserting the words “final, stated” in the definition, to read as follows:


“Subordinated Indebtedness” means
unsecured subordinated Indebtedness of the Company (which may be guaranteed by
the Subsidiaries of  the Company on an
unsecured basis) provided, such
Indebtedness (a) is subordinated to payment of the Obligations on terms
that are, in the aggregate, no less favorable to the holders of the senior
indebtedness in any material respect than the subordination provisions
contained in the Indenture, (b) does not have a final, stated maturity
earlier than the Maturity Date, and (c) has terms that are no more
restrictive than the terms of the Loan Documents, and further provided, after
giving effect to the issuance of such Indebtedness, no Event of Default shall
have occurred and be continuing or would occur as a result thereof.


3.   Ratification.   The
Company and each of the Floor Plan Borrowers hereby ratify all of its
Obligations under the Credit Agreement and each of the Loan Documents to which
it is a party, and agrees and acknowledges that the Credit Agreement and each
of the Loan Documents to which it is a party are and shall continue to be in
full force and effect as amended and modified by this Amendment.  Nothing in this Amendment extinguishes,
novates or releases any right, claim, lien, security interest or entitlement of
any of the Lenders, the Agent or the Floor Plan Agent created by or contained
in any of such documents nor is the Company nor any Floor Plan Borrower
released from any covenant, warranty or obligation created by or contained
herein or therein.



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4.   Representations
and Warranties.   The Company and each of the Floor Plan Borrowers
hereby represents and warrants to the Administrative Agent and the Lenders that
(a) this Amendment has been duly executed and delivered on behalf of the
Company and each of the Floor Plan Borrowers, (b) this Amendment
constitutes a valid and legally binding agreement enforceable against the
Company and each of the Floor Plan Borrowers in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law, (c) the representations and
warranties contained in the Credit Agreement and the Loan Documents are true
and correct on and as of the date hereof in all material respects as though
made as of the date hereof, except as heretofore otherwise disclosed in writing
to the Agent, (d) no Default or Event of Default exists under the Credit
Agreement or under any Loan Document and (e) the execution, delivery and
performance of this Amendment has been duly authorized by the Company and each
of the Floor Plan Borrowers.


5.   Conditions to
Effectiveness.   This Amendment shall be effective upon the execution
and delivery hereof by all parties to the Agent and receipt by the Agent of the
following in form satisfactory to the Agent:


(a)   this
Amendment;


(b)   a
certificate of an officer and of the secretary or an assistant secretary of
each of the Company, and each Floor Plan Borrower certifying, inter alia, (i) copies of each of the
articles or certificate of incorporation or organization, as amended and in
effect, of such Person, the bylaws or Operating Agreement or regulations, as
amended and in effect, of such Person (or a statement that such documents have
not changed) and the resolutions adopted by the Board of Directors or Managers
of such Person (A) authorizing the execution, delivery and performance by
such Person of the Loan Documents to which it is or will be a party, and
(B) approving the form of this Amendment and (ii) the incumbency and
specimen signatures of the officers of such Person executing any documents on
its behalf;


(c)   the
payment to the Agent of all fees and expenses (including the fees and
disbursements of Andrews Kurth LLP) and all fees payable to the Lenders in
connection with this Amendment;


(d)   the
payment to the Agent for the benefit of all Lenders consenting by the requested
deadline an amount equal to 0.02% of each such Lender’s respective Commitment
amount; and


(e)  
such other consents, approvals, opinions or documents as the Agent or the
Lenders may reasonably request.


6.   Release and
Indemnity.   (a) The Company does hereby release and forever discharge
the Agent, Floor Plan Agent and each of the Lenders and each affiliate thereof
and each of their respective employees, officers, directors, trustees, agents,
attorneys, successors, assigns or other representatives from any and all
claims, demands, damages, actions, cross-actions, causes of action, costs and
expenses (including legal expenses), of any kind or nature 



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whatsoever, whether based on law or equity, which any
of said parties has held or may now or in the future own or hold, whether known
or unknown, for or because of any matter or thing done, omitted or suffered to
be done on or before the actual date upon which this Amendment is signed by any
of such parties (a) arising directly or indirectly out of the Loan Documents,
or any other documents, instruments or any other transactions relating thereto
and/or (b) relating directly or indirectly to all transactions by and between
the Company, the Floor Plan Borrowers, or their representatives and the Agent,
the Floor Plan Agent and each Lender or any of their respective directors,
officers, agents, employees, attorneys or other representatives.  Such release, waiver, acquittal and discharge
shall and does include, without limitation, any claims of usury, fraud, duress,
misrepresentation, lender liability, control, exercise of remedies and all
similar items and claims, which may, or could be, asserted by the Company or
any Floor Plan Borrower.


(b)   The
Company and each Floor Plan Borrower hereby ratifies the indemnification
provisions contained in the Loan Documents, including, without limitation, Section
13.4 of the Credit Agreement, and agrees that this Amendment and losses,
claims, damages and expenses related thereto shall be covered by such
indemnities.


7.   Counterparts.   This
Amendment may be signed in any number of counterparts, which may be delivered
in original or facsimile form each of which shall be construed as an original,
but all of which together shall constitute one and the same instrument.


8.   Governing Law.   This Amendment, all Notes, the other Loan Documents
and all other documents executed in connection herewith shall be deemed to be
contracts and agreements under the laws of the State of New York and of the
United States of America and for all purposes shall be construed in accordance
with, and governed by, the laws of New York and of the United States.


9.   Final
Agreement of the Parties.   Any
previous agreement among the parties with respect to the subject matter hereof
is superseded by the Credit Agreement, as amended by this Amendment.  Nothing in this Amendment, express or implied
is intended to confer upon any party other than the parties hereto any rights,
remedies, obligations or liabilities under or by reason of this Amendment.


[Signatures on Separate Pages]



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