EX-10.3



 EXHIBIT 10.3 

EXECUTION VERSION 
 SUBSIDIARY GUARANTY AGREEMENT 
 THIS SUBSIDIARY GUARANTY
AGREEMENT dated as of October 14, 2011 (this “Guaranty Agreement”), is entered into among EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (each a
“Guarantor” and collectively the “Guarantors”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for each of the Secured Parties (as defined in
the Credit Agreement referenced below). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. 
 RECITALS: 
 A. Pursuant to a Credit Agreement dated as of the date hereof
(as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the Subsidiaries of the Company
party thereto from time to time as New Vehicle Borrowers or Used Vehicle Borrowers (collectively with the Company, the “Borrowers”), the Administrative Agent, Bank of America, N.A., as Revolving Swing Line Lender, New Vehicle
Floorplan Swing Line Lender, Used Vehicle Floorplan Swing Line Lender and as an L/C Issuer, and the lenders party thereto from time to time (collectively, the “Lenders”), the Lenders have agreed to provide (i) to the Company, a
revolving credit facility with a letter of credit sublimit and swing line facility, (ii) to the New Vehicle Borrowers, a revolving new vehicle floorplan facility, including a new vehicle swing line subfacility and (iii) to the Used Vehicle
Borrowers, a revolving used vehicle floorplan facility, including a used vehicle swing line subfacility. 
 B. Certain
additional extensions of credit may be made from time to time for the benefit of the Guarantors or the other Loan Parties pursuant to certain Secured Cash Management Agreements and Secured Hedge Agreements (each as defined in the Credit Agreement).

 C. It is a condition precedent to the Secured Parties’ obligations to make and maintain such extensions of credit that
the Guarantors shall have executed and delivered this Guaranty Agreement to the Administrative Agent. 
 D. Each Guarantor is,
directly or indirectly, a Subsidiary of the Company and will materially benefit from the Loans to be made, and the Letters of Credit to be issued, under the Credit Agreement, and such other extensions of credit. 

In order to induce the Secured Parties to make and maintain extensions of credit from time to time under the Credit Agreement and under
the Secured Cash Management Agreements and Secured Hedge Agreements, the parties hereto agree as follows: 
 1.
Guaranty. Each Guarantor hereby jointly and severally, unconditionally, absolutely, continually and irrevocably guarantees to the Administrative Agent for the benefit of 







 
the Secured Parties the payment and performance in full of the Guaranteed Liabilities (as defined below). For all purposes of this Guaranty Agreement, “Guaranteed Liabilities”
means: (a) each Borrower’s prompt payment in full, when due or declared due and at all such times, of all Obligations and all other amounts pursuant to the terms of the Credit Agreement, the Notes, and all other Loan Documents heretofore,
now or at any time or times hereafter owing, arising, due or payable from any Borrower to any one or more of the Secured Parties, including principal, interest, and fees (including fees and expenses of counsel); (b) each Loan Party’s
prompt, full and faithful performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by such Loan Party under the Credit Agreement, the Notes and all other Loan
Documents; and (c) the prompt payment in full by each Loan Party, when due or declared due and at all such times, of obligations and liabilities now or hereafter arising under Secured Cash Management Agreements and Secured Hedge Agreements. The
Guarantors’ obligations to the Secured Parties under this Guaranty Agreement are hereinafter collectively referred to as the “Guarantors’ Obligations” and, with respect to each Guarantor individually, the
“Guarantor’s Obligations”. Notwithstanding the foregoing, the liability of each Guarantor individually with respect to its Guarantor’s Obligations shall be limited to an aggregate amount equal to the largest amount that
would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law. 

Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subject to the limitation in the immediately
preceding sentence) for the Guaranteed Liabilities. 
 Certain of the Guarantors’ Obligations are secured by various
Security Instruments referred to in the Credit Agreement, including without limitation the Security Agreement. 
 For purposes
of this Guaranty Agreement, the following terms have the following definitions: 
 “Facility Termination Date”
means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been paid in full (other than (x) contingent indemnification obligations and
(y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank have been made), and (c) all Letters of Credit
have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuers shall have been made). 

2. Payment. If the Company or any other Loan Party shall default in payment or performance of any of the Guaranteed
Liabilities, whether principal, interest, fees (including, but not limited to, fees and expenses of counsel), or otherwise, when and as the same shall become due, and after expiration of any applicable grace period, whether according to the terms of
the Credit Agreement, by acceleration, or otherwise, or upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, then any or all of the Guarantors will, upon demand thereof by the Administrative Agent,
(i) fully pay to the Administrative Agent, for the benefit of the Secured Parties, subject to any restriction on each 

  
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Guarantor’s Obligations set forth in Section 1 hereof, an amount equal to all the Guaranteed Liabilities then due and owing or declared or deemed to be due and owing, including
for this purpose, in the event of any Event of Default under Section 8.01(f) or 8.03(g) of the Credit Agreement (and irrespective of the applicability of any restriction on acceleration or other action as against any other Loan
Party under any Debtor Relief Laws), the entire outstanding or accrued amount of all Obligations or (ii) perform such Guaranteed Liabilities, as applicable. For purposes of this Section 2, the Guarantors acknowledge and agree that
“Guaranteed Liabilities” shall be deemed to include any amount (whether principal, interest or fees) which would have been accelerated in accordance with Section 8.02 or 8.04 of the Credit Agreement but for the fact that
such acceleration could be unenforceable or not allowable under any Debtor Relief Law. 
 3. Absolute Rights and
Obligations. This is a guaranty of payment and not of collection. The Guarantors’ Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of, and each Guarantor hereby expressly
waives, to the extent permitted by law, any defense to its obligations under this Guaranty Agreement and all Security Instruments to which it is a party by reason of: 

(a) any lack of legality, validity or enforceability of the Credit Agreement, of any of the Notes, of any other Loan
Document, or of any other agreement or instrument creating, providing security for, or otherwise relating to any of the Guarantors’ Obligations, any of the Guaranteed Liabilities, or any other guaranty of any of the Guaranteed Liabilities (the
Loan Documents and all such other agreements and instruments being collectively referred to as the “Related Agreements”); 
 (b) any action taken under any of the Related Agreements, any exercise of any right or power therein conferred, any failure or omission to enforce any right conferred thereby, or any waiver of any
covenant or condition therein provided; 
 (c) any acceleration of the maturity of any of the Guaranteed
Liabilities, of the Guarantor’s Obligations of any other Guarantor, or of any other obligations or liabilities of any Person under any of the Related Agreements; 

(d) any release, exchange, non-perfection, lapse in perfection, disposal, deterioration in value, or impairment of any
security for any of the Guaranteed Liabilities, for any of the Guarantor’s Obligations of any Guarantor, or for any other obligations or liabilities of any Person under any of the Related Agreements; 

(e) any dissolution of any Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement, or the
combination or consolidation of any Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement into or with another entity or any transfer or disposition of any assets of any Borrower, any Guarantor, any other Loan Party
or any other party to a Related Agreement; 
 (f) any extension (including without limitation extensions of time
for payment), renewal, amendment, restructuring or restatement of, any acceptance of late or 

  
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partial payments under, or any change in the amount of any borrowings or any credit facilities available under, the Credit Agreement, any of the Notes or any other Loan Document or any other
Related Agreement, in whole or in part; 
 (g) the existence, addition, modification, termination, reduction or
impairment of value, or release of any other guaranty (or security therefor) of the Guaranteed Liabilities (including without limitation the Guarantor’s Obligations of any other Guarantor and obligations arising under any other Guaranty or any
other Loan Document now or hereafter in effect); 
 (h) any waiver of, forbearance or indulgence under, or other
consent to any change in or departure from any term or provision contained in the Credit Agreement, any other Loan Document or any other Related Agreement, including without limitation any term pertaining to the payment or performance of any of the
Guaranteed Liabilities, any of the Guarantor’s Obligations of any other Guarantor, or any of the obligations or liabilities of any party to any other Related Agreement; or 

(i) any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any
manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable defense available to, or discharge of, a surety or a guarantor, including without limitation any right to require or claim that resort be
had to any Borrower or any other Loan Party or to any collateral in respect of the Guaranteed Liabilities or Guarantors’ Obligations. 
 It
is the express purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ Obligations hereunder and under each Joinder Agreement shall be absolute and unconditional under any and all circumstances and shall not be
discharged except by payment and performance as herein provided. 
 4. Currency and Funds of Payment. All
Guarantors’ Obligations will be paid in lawful currency of the United States of America and in immediately available funds, regardless of any law, regulation or decree now or hereafter in effect that might in any manner affect the Guaranteed
Liabilities, or the rights of any Secured Party with respect thereto as against any Loan Party, or cause or permit to be invoked any alteration in the time, amount or manner of payment by any Loan Party of any or all of the Guaranteed Liabilities.

 5. Events of Default. Without limiting the provisions of Section 2 hereof, in the event that there
shall occur and be continuing an Event of Default, then notwithstanding any collateral or other security or credit support for the Guaranteed Liabilities, at the Administrative Agent’s election and without notice thereof or demand therefor,
each of the Guaranteed Liabilities and the Guarantors’ Obligations shall immediately be and become due and payable. 

6. Subordination. Until this Guaranty Agreement is terminated in accordance with Section 21 hereof, each
Guarantor hereby unconditionally subordinates all present and future debts, liabilities or obligations now or hereafter owing to such Guarantor (a) of each Borrower, to the payment in full of the Guaranteed Liabilities, (b) of every other
Guarantor (an “obligated 

  
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guarantor”), to the payment in full of the Guarantors’ Obligations of such obligated guarantor, and (c) of each other Person now or hereafter constituting a Loan Party, to the
payment in full of the obligations of such Loan Party owing to any Secured Party and arising under the Loan Documents or any Secured Cash Management Agreement or Secured Hedge Agreement. All amounts due under such subordinated debts, liabilities, or
obligations shall, upon the occurrence and during the continuance of an Event of Default, be collected and, upon request by the Administrative Agent, paid over forthwith to the Administrative Agent for the benefit of the Secured Parties on account
of the Guaranteed Liabilities, the Guarantors’ Obligations, or such other obligations, as applicable, and, after such request and pending such payment, shall be held by such Guarantor as agent and bailee of the Secured Parties separate and
apart from all other funds, property and accounts of such Guarantor. 
 7. Suits. Each Guarantor from time to time
shall pay to the Administrative Agent for the benefit of the Secured Parties, on demand, at the Administrative Agent’s Office or such other address as the Administrative Agent shall give notice of to such Guarantor, the Guarantors’
Obligations as they become or are declared due, and in the event such payment is not made forthwith, the Administrative Agent may proceed to suit against any one or more or all of the Guarantors. At the Administrative Agent’s election, one or
more and successive or concurrent suits may be brought hereon by the Administrative Agent against any one or more or all of the Guarantors, whether or not suit has been commenced against any Borrower, any other Guarantor, or any other Person and
whether or not the Secured Parties have taken or failed to take any other action to collect all or any portion of the Guaranteed Liabilities or have taken or failed to take any actions against any collateral securing payment or performance of all or
any portion of the Guaranteed Liabilities, and irrespective of any event, occurrence, or condition described in Section 3 hereof. 
 8. Set-Off and Waiver. Each Guarantor acknowledges the right of set-off granted pursuant to Section 10.08 of the Credit Agreement and waives any right to assert against any
Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any
Borrower or any other Loan Party or any or all of the Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. 

9. Waiver of Notice; Subrogation. 
 (a) Each Guarantor hereby waives to the extent permitted by law notice of the following events or occurrences: (i) acceptance of this Guaranty Agreement; (ii) the Lenders’ heretofore, now
or from time to time hereafter making Loans and issuing Letters of Credit and otherwise loaning monies or giving or extending credit to or for the benefit of any Borrower or any other Loan Party, or otherwise entering into arrangements with any Loan
Party giving rise to Guaranteed Liabilities, whether pursuant to the Credit Agreement or the Notes or any other Loan Document or Related Agreement or any amendments, modifications, or supplements thereto, or replacements or extensions thereof;
(iii) presentment, demand, default, non-payment, partial payment and protest; and (iv) any other event, condition, or occurrence described in Section 3 hereof. Each 

  
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Guarantor agrees that each Secured Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as each Secured Party, in
its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from its Guarantor’s Obligations, and each Guarantor hereby consents to each and all of the foregoing
events or occurrences. 
 (b) Each Guarantor hereby agrees that payment or performance by such Guarantor of its
Guarantor’s Obligations under this Guaranty Agreement may be enforced by the Administrative Agent on behalf of the Secured Parties upon demand by the Administrative Agent to such Guarantor without the Administrative Agent being required, such
Guarantor expressly waiving to the extent permitted by law any right it may have to require the Administrative Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against any Borrower or any other Guarantor or any
other guarantor of the Guaranteed Liabilities, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Administrative Agent or any Lender or other party to a Related
Agreement by any Borrower, any other Guarantor or any other Person on account of the Guaranteed Liabilities or any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTY
AGREEMENT MAY BE MADE BY THE ADMINISTRATIVE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE ADMINISTRATIVE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT. 

(c) Each Guarantor further agrees that with respect to this Guaranty Agreement, such Guarantor shall not exercise any of
its rights of subrogation, reimbursement, contribution, indemnity or recourse to security for the Guaranteed Liabilities until 93 days immediately following the Facility Termination Date shall have elapsed without the filing or commencement, by or
against any Loan Party, of any state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or
conservator in respect to, such Loan Party or its assets. This waiver is expressly intended to prevent the existence of any claim in respect to such subrogation, reimbursement, contribution or indemnity by any Guarantor against the estate of any
other Loan Party within the meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent case involving any other Loan Party. If an amount shall be paid to any Guarantor on account of such rights at any time prior to termination
of this Guaranty Agreement in accordance with the provisions of Section 21 hereof, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent, for the benefit of the
Secured Parties, to be credited and applied upon the Guarantors’ Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement or otherwise as the Secured Parties may elect. The agreements in this subsection
shall survive repayment of all of the Guarantors’ Obligations, the termination or expiration of this Guaranty Agreement in any manner, 

  
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including but not limited to termination in accordance with Section 21 hereof, and occurrence of the Facility Termination Date. 

10. Effectiveness; Enforceability. This Guaranty Agreement shall be effective as of the date first above written and shall
continue in full force and effect until termination in accordance with Section 21 hereof. Any claim or claims that the Secured Parties may at any time hereafter have against a Guarantor under this Guaranty Agreement may be asserted by
the Administrative Agent on behalf of the Secured Parties by written notice directed to such Guarantor in accordance with Section 23 hereof. 
 11. Representations, Warranties and Covenants; Agreement regarding Interest. 
 (a) Each Guarantor hereby makes each representation and warranty made in the Credit Agreement by each Borrower with respect to such Guarantor. Each Guarantor covenants and agrees that until the Facility
Termination Date, it will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Credit Agreement to be performed by it or them or that any Borrower has agreed, in
the Credit Agreement, to cause it or them to perform. 
 (b) Each Guarantor agrees that any amounts required to
be paid by it pursuant to the Loan Documents may bear interest in accordance with Section 2.16(b)(ii) of the Credit Agreement. 
 12. Expenses. Each Guarantor agrees to be jointly and severally liable for the payment of all reasonable fees and expenses, including fees and expenses of counsel, incurred by any Secured
Party in connection with the enforcement of this Guaranty Agreement, whether or not suit be brought. 
 13.
Reinstatement. Each Guarantor agrees that this Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, at any time payment received by any Secured Party in respect of any Guaranteed Liabilities is rescinded
or must be restored for any reason, or is repaid by any Secured Party in whole or in part in good faith settlement of any pending or threatened avoidance claim. 
 14. Reliance. Each Guarantor represents and warrants to the Administrative Agent, for the benefit of the Secured Parties, that: (a) such Guarantor has adequate means to obtain on a
continuing basis (i) from each Borrower, information concerning the Loan Parties and the Loan Parties’ financial condition and affairs and (ii) from other reliable sources, such other information as it deems material in deciding to
provide this Guaranty Agreement and any Joinder Agreement (“Other Information”), and has full and complete access to the Loan Parties’ books and records and to such Other Information; (b) such Guarantor is not relying on
any Secured Party or its or their employees, directors, agents or other representatives or Affiliates, to provide any such information, now or in the future; (c) such Guarantor has been furnished with and reviewed the terms of the Credit
Agreement and such other Loan Documents and Related Agreements as it has requested, is executing this Guaranty Agreement (or the Joinder Agreement 

  
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to which it is a party, as applicable) freely and deliberately, and understands the obligations and financial risk undertaken by providing this Guaranty Agreement (and any Joinder Agreement);
(d) such Guarantor has relied solely on the Guarantor’s own independent investigation, appraisal and analysis of the Borrowers and the other Loan Parties, each such Person’s financial condition and affairs, the Other Information, and
such other matters as it deems material in deciding to provide this Guaranty Agreement (and any Joinder Agreement) and is fully aware of the same; and (e) such Guarantor has not depended or relied on any Secured Party or its or their employees,
directors, agents or other representatives or Affiliates, for any information whatsoever concerning the Loan Parties or the Loan Parties’ financial condition and affairs or any other matters material to such Guarantor’s decision to provide
this Guaranty Agreement (and any Joinder Agreement), or for any counseling, guidance, or special consideration or any promise therefor with respect to such decision. Each Guarantor agrees that no Secured Party has any duty or responsibility
whatsoever, now or in the future, to provide to such Guarantor any information concerning any Borrower or any other Loan Party or any such Person’s financial condition and affairs, or any Other Information, other than as expressly provided
herein, and that, if such Guarantor receives any such information from any Secured Party or its or their employees, directors, agents or other representatives or Affiliates, such Guarantor will independently verify the information and will not rely
on any Secured Party or its or their employees, directors, agents or other representatives or Affiliates, with respect to such information. 
 15. Rules of Interpretation. The rules of interpretation contained in Section 1.02 of the Credit Agreement shall be applicable to this Guaranty Agreement and each Joinder
Agreement and are hereby incorporated by reference. All representations and warranties contained herein shall survive the delivery of documents and any extension of credit referred to herein or guaranteed hereby. 

16. Entire Agreement. This Guaranty Agreement and each Joinder Agreement, together with the Credit Agreement and other Loan
Documents, constitutes and expresses the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations, agreements, understandings, inducements, commitments or conditions, express or
implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof. Except as provided in Section 21, neither
this Guaranty Agreement nor any Joinder Agreement nor any portion or provision hereof or thereof may be changed, altered, modified, supplemented, discharged, canceled, terminated, or amended orally or in any manner other than as provided in the
Credit Agreement. 
 17. Binding Agreement; Assignment. This Guaranty Agreement, each Joinder Agreement and the
terms, covenants and conditions hereof and thereof, shall be binding upon and inure to the benefit of the parties hereto and thereto, and to their respective heirs, legal representatives, successors and assigns; provided, however, that
no Guarantor shall be permitted to assign any of its rights, powers, duties or obligations under this Guaranty Agreement, any Joinder Agreement or any other interest herein or therein except as expressly permitted herein or in the Credit Agreement.
Without limiting the generality of the foregoing sentence of this Section 17, any Lender may assign to one or more Persons, or grant to one or more Persons participations in or to, all or any part of its rights and obligations under the
Credit Agreement (to 

  
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the extent permitted by the Credit Agreement); and to the extent of any such assignment or participation such other Person shall, to the fullest extent permitted by law, thereupon become vested
with all the benefits in respect thereof granted to such Lender herein or otherwise, subject however, to the provisions of the Credit Agreement, including Article IX thereof (concerning the Administrative Agent) and Section 10.06
thereof concerning assignments and participations. All references herein to the Administrative Agent shall include any successor thereof. 
 18. Secured Cash Management Agreements and Secured Hedging Agreements. No Secured Party (other than the Administrative Agent) that obtains the benefit of this Guaranty Agreement shall have
any right to notice of any action or to consent to, direct or object to any action hereunder (including the release, impairment or modification of any Guarantors’ Obligations or security therefor) other than in its capacity as a Lender and, in
such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Guaranty Agreement to the contrary, the Administrative Agent shall only be required to verify the payment of, or that other
satisfactory arrangement have been made with respect to, the Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements to the extent the Administrative Agent has received written notice of such Obligations,
together with such supporting documentation as it may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Secured Party not a party to the Credit Agreement that obtains the benefit of this Guaranty Agreement
shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise
relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits and immunities conferred under Article IX of the Credit Agreement. 

19. Severability. The provisions of this Guaranty Agreement are independent of and separable from each other. If any
provision hereof shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof, but this Guaranty Agreement shall be construed as if such
invalid or unenforceable provision had never been contained herein. 
 20. Counterparts. This Guaranty Agreement
may be executed in any number of counterparts each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Guaranty Agreement to produce or account for more than one such counterpart
executed by the Guarantors against whom enforcement is sought. Without limiting the foregoing provisions of this Section 20, the provisions of Section 10.10 of the Credit Agreement shall be applicable to this Guaranty
Agreement. 
 21. Termination. Subject to reinstatement pursuant to Section 13 hereof, this Guaranty
Agreement and each Joinder Agreement, and all of the Guarantors’ Obligations hereunder (excluding those Guarantors’ obligations relating to Guaranteed Liabilities that expressly survive such termination) shall terminate on the Facility
Termination Date. 
 22. Remedies Cumulative. All remedies hereunder are cumulative and are not exclusive of any
other rights and remedies of the Administrative Agent or any other Secured 

  
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Party provided by law or under the Credit Agreement, the other Loan Documents or other applicable agreements or instruments. The making of the Loans and other credit extensions pursuant to the
Credit Agreement and other Related Agreements shall be conclusively presumed to have been made or extended, respectively, in reliance upon each Guarantor’s guaranty of the Guaranteed Liabilities pursuant to the terms hereof. 

23. Notices. Any notice required or permitted hereunder or under any Joinder Agreement shall be given, (a) with
respect to each Guarantor, at the address of the Company indicated in Schedule 10.02 of the Credit Agreement and (b) with respect to the Administrative Agent or any other Secured Party, at the Administrative Agent’s address
indicated in Schedule 10.02 of the Credit Agreement. All such addresses may be modified, and all such notices shall be given and shall be effective, as provided in Section 10.02 of the Credit Agreement for the giving and
effectiveness of notices and modifications of addresses thereunder. 
 24. Joinder. Each Person that shall at any
time execute and deliver to the Administrative Agent a Joinder Agreement shall thereupon irrevocably, absolutely and unconditionally become a party hereto and obligated hereunder as a Guarantor, and all references herein and in the other Loan
Documents to the Guarantors or to the parties to this Guaranty Agreement shall be deemed to include such Person as a Guarantor hereunder. 
 25. Governing Law; Venue; Waiver of Jury Trial. 

(a) THIS GUARANTY AGREEMENT AND EACH JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE. 

(b) EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS GUARANTY AGREEMENT OR ANY JOINDER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN NEW YORK COUNTY, STATE OF NEW YORK, UNITED STATES OF AMERICA AND, BY THE
EXECUTION AND DELIVERY OF THIS GUARANTY AGREEMENT OR A JOINDER AGREEMENT, SUCH GUARANTOR EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN, OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY, ANY
SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. 

(c) EACH GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS


  
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AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS FOR NOTICES TO SUCH GUARANTOR IN EFFECT
PURSUANT TO SECTION 23 HEREOF, OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF NEW YORK. 
 (d) NOTHING CONTAINED IN SUBSECTIONS (b) or (c) HEREOF SHALL PRECLUDE THE ADMINISTRATIVE AGENT FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY
AGREEMENT OR ANY JOINDER AGREEMENT OR ANY OTHER LOAN DOCUMENT IN THE COURTS OF ANY JURISDICTION WHERE ANY GUARANTOR OR ANY OF SUCH GUARANTOR’S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY
SUCH JURISDICTION, EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY ANY
SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE AVAILABLE UNDER APPLICABLE LAW. 
 (e) IN ANY
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER OR RELATED TO THIS GUARANTY AGREEMENT OR ANY JOINDER AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION
THEREWITH, EACH GUARANTOR AND THE ADMINISTRATIVE AGENT ON BEHALF OF THE SECURED PARTIES HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY
IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT ANY SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING. 
 (f) EACH GUARANTOR HEREBY EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE THAT ANY COURT TO WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS HEREOF IS AN INCONVENIENT FORUM. 

[Signature page follows.] 

  
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 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Guaranty
Agreement as of the day and year first written above. 
  

					
	ASBURY AUTOMOTIVE GROUP L.L.C.
		
	By:	 	/s/ Scott Krenz
	Name:	 	Scott Krenz
	Title: 	 	Senior Vice President
	
	ASBURY AUTOMOTIVE MANAGEMENT L.L.C.
		
	By:	 	/s/ Scott Krenz
	Name:	 	Scott Krenz
	Title:	 	Vice President
	
	ASBURY AUTOMOTIVE JACKSONVILLE, L.P.
			
		 	By:	 	ASBURY AUTOMOTIVE JACKSONVILLE GP L.L.C., its General Partner
	
	ASBURY AUTOMOTIVE TAMPA, L.P.
			
		 	By:	 	 ASBURY AUTOMOTIVE TAMPA GP L.L.C.,
 its General Partner 

			
		 	By:     	 	/s/ Scott Krenz
		 	Name:  Scott Krenz
		 	Title:    Vice President



  
 SUBSIDIARY
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	 ANL, L.P.

ASBURY JAX HOLDINGS, L.P.
 AVENUES
MOTORS, LTD.
 BAYWAY FINANCIAL SERVICES, L.P.
 C&O PROPERTIES, LTD.
 CFP MOTORS, LTD.

CH MOTORS, LTD.
 CHO PARTNERSHIP,
LTD.
 CN MOTORS, LTD.
 COGGIN MANAGEMENT, L.P.
 CP-GMC MOTORS, LTD.




					
			
		 	By:	 	ASBURY JAX MANAGEMENT L.L.C., its General Partner
		 		 	



					
	 ASBURY AUTOMOTIVE BRANDON, L.P.
 TAMPA HUND, L.P.
 TAMPA KIA, L.P.

TAMPA LM, L.P.
 TAMPA MIT,
L.P.
 WMZ MOTORS, L.P.

WTY MOTORS, L.P.

			
		 	By:	 	ASBURY TAMPA MANAGEMENT L.L.C., its General Partner
		 		 	



			
	 AF MOTORS, L.L.C.
 ARKANSAS AUTOMOTIVE SERVICES, L.L.C.
 ASBURY AR NISS L.L.C.

ASBURY ATLANTA AC L.L.C.
 ASBURY
ATLANTA AU L.L.C.
 ASBURY ATLANTA BM L.L.C.

ASBURY ATLANTA CHEVROLET L.L.C.
 ASBURY
ATLANTA HON L.L.C.
 ASBURY ATLANTA INF L.L.C.
 ASBURY ATLANTA INFINITI L.L.C.
 ASBURY ATLANTA JAGUAR L.L.C.

ASBURY ATLANTA LEX L.L.C.
 ASBURY
ATLANTA NIS L.L.C.
 ASBURY ATLANTA TOY L.L.C.
 ASBURY ATLANTA VL L.L.C.

ASBURY AUTOMOTIVE ARKANSAS DEALERSHIP
HOLDINGS L.L.C.

ASBURY AUTOMOTIVE ARKANSAS L.L.C.

ASBURY AUTOMOTIVE ATLANTA L.L.C.

		
	By:	 	/s/ Scott Krenz
	Name:	 	Scott Krenz
	Title:	 	Vice President



  
 SUBSIDIARY
GUARANTY 
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	 ASBURY AUTOMOTIVE ATLANTA II L.L.C.

ASBURY AUTOMOTIVE CENTRAL FLORIDA, L.L.C.

ASBURY AUTOMOTIVE DELAND, L.L.C.

ASBURY AUTOMOTIVE FRESNO L.L.C.

ASBURY AUTOMOTIVE JACKSONVILLE GP L.L.C.

ASBURY AUTOMOTIVE MISSISSIPPI L.L.C.

ASBURY AUTOMOTIVE NORTH CAROLINA MANAGEMENT L.L.C.

ASBURY AUTOMOTIVE NORTH CAROLINA DEALERSHIP HOLDINGS L.L.C.

ASBURY AUTOMOTIVE NORTH CAROLINA L.L.C.

ASBURY AUTOMOTIVE NORTH CAROLINA REAL ESTATE HOLDINGS L.L.C.

ASBURY AUTOMOTIVE OREGON L.L.C.

ASBURY AUTOMOTIVE SOUTHERN CALIFORNIA L.L.C.

ASBURY AUTOMOTIVE ST. LOUIS II L.L.C.

ASBURY AUTOMOTIVE ST. LOUIS, L.L.C.

ASBURY AUTOMOTIVE TAMPA GP L.L.C.

ASBURY AUTOMOTIVE TEXAS L.L.C.

ASBURY AUTOMOTIVE TEXAS REAL ESTATE HOLDINGS L.L.C.

ASBURY DELAND IMPORTS 2, L.L.C.

ASBURY FRESNO IMPORTS L.L.C.

ASBURY JAX AC, LLC

ASBURY JAX HON L.L.C.

ASBURY JAX K L.L.C.

ASBURY JAX MANAGEMENT L.L.C.

ASBURY JAX VW L.L.C.

ASBURY MS CHEV L.L.C.

ASBURY MS GRAY-DANIELS L.L.C.

ASBURY NO CAL NISS L.L.C.

ASBURY SACRAMENTO IMPORTS L.L.C.

ASBURY SC JPV L.L.C.

ASBURY SC LEX L.L.C.

ASBURY SC TOY L.L.C.

ASBURY SO CAL DC L.L.C.

ASBURY SO CAL HON L.L.C.

ASBURY SO CAL NISS L.L.C.

ASBURY SOUTH CAROLINA REAL ESTATE HOLDINGS L.L.C.

ASBURY ST. LOUIS CADILLAC L.L.C.

ASBURY ST. LOUIS FSKR, L.L.C.

		
	By:	 	/s/ Scott Krenz
	Name:	 	Scott Krenz
	Title:	 	Vice President



  
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GUARANTY 
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	 ASBURY ST. LOUIS LEX L.L.C.

ASBURY ST. LOUIS LR L.L.C.
 ASBURY ST.
LOUIS M L.L.C.
 ASBURY TAMPA MANAGEMENT L.L.C.
 ASBURY TEXAS D FSKR, L.L.C.
 ASBURY TEXAS H FSKR, L.L.C.

ASBURY-DELAND IMPORTS, L.L.C.
 ATLANTA
REAL ESTATE HOLDINGS L.L.C.
 BFP MOTORS L.L.C.
 CAMCO FINANCE II L.L.C.
 CK CHEVROLET L.L.C.

CK MOTORS LLC
 COGGIN AUTOMOTIVE
CORP.
 COGGIN CARS L.L.C.

COGGIN CHEVROLET L.L.C.
 CROWN
ACURA/NISSAN, LLC
 CROWN CHH L.L.C.
 CROWN CHO L.L.C.
 CROWN CHV L.L.C.

CROWN FDO L.L.C.
 CROWN FFO HOLDINGS
L.L.C.
 CROWN FFO L.L.C.

CROWN GAC L.L.C.
 CROWN GBM
L.L.C.
 CROWN GCA L.L.C.

CROWN GDO L.L.C.
 CROWN GHO
L.L.C.
 CROWN GNI L.L.C.

CROWN GPG L.L.C.
 CROWN GVO
L.L.C.
 CROWN HONDA, L.L.C.

CROWN MOTORCAR COMPANY L.L.C.
 CROWN
PBM L.L.C.
 CROWN RIA L.L.C.

CROWN RIB L.L.C.
 CROWN SJC
L.L.C.
 CROWN SNI L.L.C.

CSA IMPORTS L.L.C.
 ESCUDE-NN
L.L.C.
 ESCUDE-NS L.L.C.

ESCUDE-T L.L.C.
 FLORIDA AUTOMOTIVE
SERVICES L.L.C.
 HFP MOTORS L.L.C.

		
	By:	 	/s/ Scott Krenz
	Name:	 	Scott Krenz
	Title:	 	Vice President



  
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GUARANTY 
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	 JC DEALER SYSTEMS, LLC
 KP MOTORS L.L.C.
 MCDAVID AUSTIN-ACRA, L.L.C.

MCDAVID FRISCO-HON, L.L.C.
 MCDAVID
GRANDE, L.L.C.
 MCDAVID HOUSTON-HON, L.L.C.
 MCDAVID HOUSTON-NISS, L.L.C.
 MCDAVID IRVING-HON, L.L.C.

MCDAVID OUTFITTERS, L.L.C.
 MCDAVID
PLANO-ACRA, L.L.C.
 MID-ATLANTIC AUTOMOTIVE SERVICES, L.L.C.
 MISSISSIPPI AUTOMOTIVE SERVICES, L.L.C.
 MISSOURI AUTOMOTIVE SERVICES,
L.L.C.
 NP FLM L.L.C.
 NP
MZD L.L.C.
 NP VKW L.L.C.

PLANO LINCOLN-MERCURY, INC.
 PRECISION
COMPUTER SERVICES, INC.
 PRECISION ENTERPRISES TAMPA, INC.
 PRECISION INFINITI, INC.
 PRECISION MOTORCARS, INC.

PRECISION NISSAN, INC.
 PREMIER NSN
L.L.C.
 PREMIER PON L.L.C.

PRESTIGE BAY L.L.C.
 PRESTIGE TOY
L.L.C.
 SOUTHERN ATLANTIC AUTOMOTIVE SERVICES,
L.L.C.

TEXAS AUTOMOTIVE SERVICES, L.L.C.

THOMASON AUTO CREDIT NORTHWEST, INC.

THOMASON DAM L.L.C.
 THOMASON FRD
L.L.C.
 THOMASON HUND L.L.C.

THOMASON PONTIAC-GMC L.L.C.

		
	By:	 	/s/ Scott Krenz
	Name:	 	Scott Krenz
	Title:	 	Vice President



  
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	 ADMINISTRATIVE AGENT:

	
	 BANK OF AMERICA, N.A., as Administrative Agent

		
	By:	 	/s/ Kristine D. Thennes
	Name:	 	Kristine D. Thennes
	Title:	 	Vice President



  
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GUARANTY 
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