EX 4.1 Q3 2013






FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 30, 2013, by and among ASBURY ATLANTA HUND L.L.C., ASBURY ATLANTA K L.L.C. AND ASBURY ATLANTA TOY 2 L.L.C. (collectively, the “Guaranteeing Subsidiaries”), Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon, 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 November 16, 2010, as amended, supplemented and otherwise modified by from time to time (the “Indenture”), providing for the issuance of its 8.375% Senior Subordinated Notes due 2020 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1.             CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.             AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby agree, jointly and severally along with all Guarantors named in the Indenture, to guarantee the Company's obligations under the Notes on the terms and subject to the conditions set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes.
3.             RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
4.            NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE. 
5.             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 shall represent the same agreement.
6.             EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7.    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 Guaranteeing Subsidiaries and 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
Dated as of September 30, 2013


            	
		
	ASBURY AUTOMOTIVE GROUP, INC.

	 
	 

	By:
	       /s/ Scott. J. Krenz  

	 
	Name:Scott J. Krenz

	 
	Title:Senior Vice President and
Chief Financial Officer






	
		
	ASBURY ATLANTA HUND L.L.C.

	 
	 

	By:
	Asbury Automotive Atlanta II L.L.C.         

	 
	Its:  Sole Member

	 
	 

	By:
	       /s/ Scott. J. Krenz  

	          Name: Scott J. Krenz
            Title:   Authorized Officer






	
		
	ASBURY ATLANTA K.L.L.C.

	 
	 

	By:
	Asbury Automotive Atlanta II L.L.C.         

	 
	Its:  Sole Member

	 
	 

	By:
	       /s/ Scott. J. Krenz  

	          Name: Scott J. Krenz
            Title:   Authorized Officer






	
		
	ASBURY ATLANTA TOY 2 L.L.C.

	 
	 

	By:
	Asbury Automotive Atlanta II L.L.C.         

	 
	Its:  Sole Member

	 
	 

	By:
	       /s/ Scott. J. Krenz  

	          Name: Scott J. Krenz
            Title:   Authorized Officer




















Signature Page to Fifth Supplemental Indenture









	
		
	THE BANK OF NEW YORK MELLON, as Trustee

	 
	 

	By:
	     /s/ Laurence J. O’Brien

	 
	Name:  Laurence J. O’Brien

	 
	Title:    Vice President








































































































Signature Page to Fifth Supplemental Indenture