Registration Rights Agreement


 Exhibit 4.3 
 EXECUTION VERSION 
  REGISTRATION RIGHTS AGREEMENT 

by and among 

Asbury Automotive Group, Inc., 
 the Guarantors party hereto 
 and 

Merrill Lynch, Pierce, Fenner & Smith Incorporated 
 J.P. Morgan Securities LLC 
 Wells Fargo Securities, LLC 

and 

Deutsche Bank Securities Inc. 
 Dated as of November 16, 2010 






 REGISTRATION RIGHTS AGREEMENT 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 16, 2010, by and
among Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature pages hereto (each a “Guarantor” and collectively, the “Guarantors”), and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Deutsche Bank Securities Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase
from the Company the Company’s 8.375% Senior Subordinated Notes due 2020 (the “Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”), pursuant to the Purchase Agreement (as defined
below). The Notes and the Guarantees attached thereto are herein together referred to as the “Securities.” 

This Agreement is made pursuant to the Purchase Agreement, dated November 1, 2010 (the “Purchase Agreement”), among
the Company, the Guarantors and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of holders from time to time of Transfer Restricted Securities, including the Initial Purchasers. In order to
induce the Initial Purchasers to purchase the Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers
set forth in Section 5(f) of the Purchase Agreement. 
 The parties hereby agree as follows: 

SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following
meanings: 
 Advice: As defined in Section 6(c) hereof. 

Agreement: As defined in the preamble hereto. 
 Broker-Dealer: Any broker or dealer registered under the Exchange Act. 

Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust
companies located in New York, New York are authorized or obligated to be closed. 
 Closing Date: The date of this
Agreement. 
 Commission: The Securities and Exchange Commission. 

Company: As defined in the preamble hereto. 
 Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act
of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement 






 
continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the
Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Transfer Restricted Securities that are validly tendered by Holders thereof pursuant to the Exchange
Offer. 
 Exchange Act: The Securities Exchange Act of 1934. 

Exchange Date: As defined in Section 3(a) hereto. 
 Exchange Offer: The registration by the Company and the Guarantors under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company and the
Guarantors offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the
aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. 
 Exchange
Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. 

Exchange Securities: The 8.375% Senior Subordinated Notes due 2020, of the same series under the Indenture as the Transfer
Restricted Securities and the Guarantees attached thereto, issuable to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. 
 FINRA: The Financial Industry Regulatory Authority, Inc. 

Guarantees: As defined in the preamble hereto. 
 Guarantors: As defined in the preamble hereto. 
 Holders: As defined
in Section 2(b) hereof. 
 Indemnified Holder: As defined in Section 8(a) hereof. 

Indenture: The Indenture, dated as of November 16, 2010, by and among the Company, the Guarantors and The Bank of New York
Mellon, as trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. 

Initial Purchasers: As defined in the preamble hereto. 
 Initial Placement: The issuance and sale by the Company of the Securities to the Initial Purchasers pursuant to the Purchase Agreement. 

Interest Payment Date: As defined in the Indenture and the Securities. 

  
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 Notes: As defined in the preamble hereto. 

Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political
subdivision thereof. 
 Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by
any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 
 Purchase Agreement: As defined in the preamble hereto. 
 Registration
Default: As defined in Section 5 hereof. 
 Registration Statement: Any registration statement of the Company
relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions
of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. 

Securities: As defined in the preamble hereto. 
 Securities Act: The Securities Act of 1933. 
 Shelf Registration
Statement: As defined in Section 4(a) hereof. 
 Special Interest: As defined in Section 5 hereof.

 Special Interest Payment Date: With respect to the Initial Securities, each Interest Payment Date. 

Transfer Restricted Securities: The Securities; provided that the Securities shall cease to be Transfer Restricted
Securities on the earliest to occur of (i) the date on which such Security is exchanged by a Person other than a Broker-Dealer for an Exchange Security in the Exchange Offer, (ii) following the exchange by a Broker-Dealer in the Exchange
Offer of a Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer
Registration Statement; (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; and (iv) the date on which such Security is
distributed to the public pursuant to Rule 144 under the Securities Act. 
 Trust Indenture Act: The Trust Indenture Act
of 1939, as amended. 
 Underwritten Registration or Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public. 

  
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 SECTION 2. Securities Subject to this Agreement. 

(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted
Securities. 
 (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted
Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities. 
 SECTION 3.
Registered Exchange Offer. 
 (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) cause to be filed with the Commission on
or prior to 180 days after the Closing Date (or, if such 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use
its commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission not later than 240 days after the Closing Date (or if such 240th day is not a Business Day, the next succeeding Business Day),
(iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective
amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities
or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use
its commercially reasonable efforts to issue on or prior to 30 Business Days, or longer if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement is declared effective by the Commission, Exchange
Securities in exchange for all Transfer Restricted Securities validly tendered and not validly withdrawn in the Exchange Offer (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate
such Exchange Offer if all of the Securities have been distributed to the public pursuant to Rule 144 under the Securities Act on or before the Exchange Date. The Exchange Offer, if required pursuant to this Section 3(a), shall be on the
appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c)
hereof. 
 (b) If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to
Section 3(a) above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under
applicable federal and state securities laws to Consummate the Exchange Offer. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities and
Additional Notes (as defined in the Indenture) shall be 

  
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included in the Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to cause the Exchange Offer to be Consummated by the Exchange Date. 

(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of a
required Exchange Offer Registration Statement that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted
Securities acquired directly from the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and
must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be
satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales
by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer except to the extent required by the Commission. 
 Each of the Company and the
Guarantors shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure
that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is
declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a Prospectus in connection with market-making or other trading activities. 
 The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the
foregoing sentence) period in order to facilitate such resales. 
 Notwithstanding anything in this Section 3 to the
contrary, the requirements to file and the requirements to Consummate the Exchange Offer shall terminate at such time as all the Securities have been distributed to the public pursuant to Rule 144 under the Securities Act. 

SECTION 4. Shelf Registration. 
 (a) Shelf Registration. If (i) the Company and the Guarantors are not (1) required to file an Exchange Offer Registration Statement or (2) permitted to Consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing prior to the 20th day following Consummation of the Exchange Offer that:
(A) it is prohibited by applicable law 

  
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or Commission policy from participating in the Exchange Offer, (B) that it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a
prospectus and the prospectus contained in the Exchange Offer Registration Statement is not permitted or available for use in such resales by such Holder or (C) that it is a Broker-Dealer and owns Securities acquired directly from the Company
or an affiliate of the Company, then, in any case upon such Holder’s written confirmation thereof and request, the Company and the Guarantors shall: 
 (x) use their commercially reasonable efforts to cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (or designate an existing shelf registration statement),
which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the 60th day after the date such obligation arises (or if such 60th day is not a Business
Day, the next succeeding Business Day) or such later date on which the Exchange Offer Registration Statement would have been required to be filed, which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the
Holders of which shall have provided the information required pursuant to and in accordance with Section 4(b) hereof; and 
 (y) use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective (if not effective at the time designated) by the Commission on or before the 120th day
after the date such obligation arises (or if such 120th day is not a Business Day, the next succeeding Business Day) or such later date on which the Exchange Offer Registration Statement would have been required to be declared effective. 

Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep such Shelf Registration Statement
continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities by the Holders of such
Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, from
the date on which the Shelf Registration Statement is declared effective by the Commission until the expiration of the one-year period from the date of the initial effectiveness of the Shelf Registration Statement (or shorter period that will
terminate when all the Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or have been distributed to the public pursuant to Rule 144 under the Securities Act.
Notwithstanding anything to the contrary, the requirements to file a Shelf Registration Statement and to have such Shelf Registration Statement become effective and remain effective shall terminate at such time as all of the Securities have been
distributed to the public pursuant to Rule 144 under the Securities Act. 
 (b) Provision by Holders of Certain Information
in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement


  
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unless and until such Holder furnishes to the Company in writing, within 15 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required
to be disclosed in order to make the information previously furnished to the Company by such Holder true and correct in all material respects and not materially misleading. 
 SECTION 5. Special Interest. If (i) any of the Registration Statements required by this Agreement are not filed with the Commission by the date specified for such filing in this Agreement,
(ii) any of such Registration Statements is not declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Company and the
Guarantors fail to consummate the Exchange Offer within 30 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) the Shelf Registration Statement or the Exchange Offer Registration
Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities (and is not promptly succeeded by a post-effective amendment to such Registration Statement or prospectus
supplement that cures such failure and is itself declared effective) during the periods specified in this Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees
that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum for
each subsequent 90-day period (such increase, “Special Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer
Restricted Securities or (ii) the particular Transfer Restricted Securities having been distributed to the public pursuant to Rule 144 under the Securities Act, the interest rate borne by the relevant Transfer Restricted Securities will be
reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant
Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. 
 All obligations of the Company
and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations
with respect to such security shall have been satisfied in full. 
 SECTION 6. Registration Procedures.

 (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to
Section 3(a) hereof, the Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted
Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with the following provision: 

  
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 As a condition to its participation in the Exchange Offer pursuant to the
terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal
contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to
participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities
shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to
be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the
registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling
security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired by such Holder directly from the
Company. 
 (b) Shelf Registration Statement. If required pursuant to Section 4, in connection with the Shelf
Registration Statement, each of the Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use its commercially reasonable efforts to effect such registration to permit the sale or resale of the
Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Company and the Guarantors will as expeditiously as possible prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution
thereof. 
 (c) General Provisions. In connection with any Registration Statement and any Prospectus required by this
Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Transfer Restricted Securities by Broker-Dealers), each of
the Company and the Guarantors shall: 
 (i) use its commercially reasonable efforts to keep such Registration
Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the
Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for the resale of Transfer Restricted Securities during the period required by this Agreement,


  
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the Company shall file promptly an appropriate amendment to such Registration Statement or prospectus supplement, in the case of clause (A), correcting any such misstatement or omission, and, in
the case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared effective or to file such prospectus supplement and such Registration Statement and the related Prospectus to become usable for
their intended purpose(s) as soon as practicable thereafter; 
 (ii) prepare and file with the Commission such
amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter
period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold or have been distributed to the public pursuant to Rule 144 under the Securities Act; cause the Prospectus to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply
with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the Holders thereof
set forth in such Registration Statement or supplement to the Prospectus; 
 (iii) advise the underwriter(s), if
any, and selling Holders named in the Registration Statement promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and,
with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the
Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities
commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any
event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or
changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state
securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Company and the
Guarantors shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time; 

  
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 (iv) furnish without charge to each of the Initial Purchasers, each selling
Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration
Statement or Prospectus (excluding any documents incorporated by reference or any exhibits thereto, unless reasonably requested), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such
sale, if any, for a period of at least two Business Days prior to the filing of any such documents with the Commission, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such
Registration Statement or Prospectus to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within two Business Days after the receipt
thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement,
amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission; 
 (v) make the Company’s and the Guarantors’ representatives available to underwriter(s) and selling Holders named in the Registration Statement, if any, for customary due diligence matters;

 (vi) make available during normal business hours for inspection solely for due diligence purposes by the
Initial Purchasers, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and
other records, pertinent corporate documents and properties of each of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such
Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the
extent reasonably requested by the managing underwriter(s), if any; provided, that such Persons shall first agree in writing on reasonable terms with the Company that any non-public information shall be used solely for the purposes of
satisfying “due diligence” obligations under the Securities Act and exercising rights under this Agreement and shall be kept confidential for a period of one year by such Persons, unless (A) disclosure of such information is required
by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (B) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection
with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (C) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by
any such Person, or (D) such information becomes available to any such person from a source other than the Company and such source is not known to such Person to be bound by confidentiality obligations with the Company; 

  
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 (vii) if requested by any selling Holders or the underwriter(s), if any,
promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included
therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such
underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as
soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; 
 (viii) use commercially reasonable efforts to confirm that any ratings then assigned to the Notes will apply to the Transfer Restricted Securities covered by the Registration Statement, if so requested by
the Holders of a majority in aggregate principal amount of Notes covered thereby or the underwriter(s), if any; 

(ix) furnish to each Initial Purchaser, each selling Holder and each of the underwriter(s), if any, without charge, at
least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits, unless such documents
are available on the Commission’s EDGAR, or similar, system; 
 (x) deliver to each selling Holder and each
of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of the Company and the Guarantors hereby
consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the
Prospectus or any amendment or supplement thereto; 
 (xi) in the case of a Shelf Registration Statement, enter
into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other actions in connection therewith as are customary and appropriate in order to expedite or facilitate the disposition of
the Transfer Restricted Securities and in such connection whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration, each of the Company and the Guarantors shall: 

(A) Furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as
they may request and as are customarily made by issuers to underwriters in primary underwritten offerings: 

  
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 (1) a certificate signed by (y) the President or any Vice President
and (z) a principal financial or accounting officer of each of the Company and the Guarantors, confirming customary matters; 
 (2) an opinion of counsel to the Company and the Guarantors (which opinion (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and the holders of a
majority in principal amount of the Transfer Restricted Securities being registered) and addressed to each selling Holder and the underwriters, if any, relating to matters customarily covered in opinions requested in sales of securities or
underwritten offerings and as may be reasonably requested by such Holders and underwriters; and 
 (3) use
commercially reasonable efforts to cause a comfort letter or letters to be issued by the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters issued to underwriters in
connection with primary underwritten offerings; 
 (B) if an underwriting agreement is entered into, cause the
same to set forth indemnification provisions and procedures substantially equivalent to the indemnification provisions and procedures of Section 8 hereof with respect to the underwriters and all parties to be indemnified pursuant to said
Section or, at the request of any underwriters, in such other form customarily provided to such underwriters in similar types of transactions; provided, however, in such case, such other indemnification provisions and procedures shall
control with respect to such registration, and the provisions and procedures set forth in Section 8 hereof shall be of no force or effect with respect to such registration; and 

(C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance
with Section 6(c)(xi)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or any of the Guarantors pursuant to this Section 6(c)(xi), if any. 

If at any time after the filing of a Registration Statement and during its effectiveness any of the events described in
Sections 6(c)(iii)(C) or (D) should occur, the Company or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in
writing; 
 (xii) prior to any public offering of Transfer Restricted Securities, cooperate with the selling
Holders identified in the Registration Statement, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of
such jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request and 

  
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do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement;
provided, however, that neither the Company nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits
or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject; 
 (xiii) to the extent permitted by law and the Indenture, use commercially reasonable efforts to issue, upon the request of any Holder of Transfer Restricted Securities covered by the Shelf Registration
Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Securities surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange
Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Transfer Restricted Securities held by such Holder shall be surrendered to the Company for cancellation;

 (xvi) to the extent Transfer Restricted Securities are held in certificated form, use commercially reasonable
efforts to cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and
enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such
Holders or underwriter(s); 
 (xv) use commercially reasonable efforts to cause the Transfer Restricted
Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the
disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof; 
 (xvi) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related
Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein not misleading; 

(xvii) provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering
such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action


  
 -13-








 
necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company; 
 (xviii) cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent
underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA; 

(xix) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the
Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Securities Act (which need not be audited) for the twelve-month period
(A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning
with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement; 
 (xx) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith,
cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its
commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a
timely manner; 
 (xxi) in the case of a Shelf Registration, use commercially reasonable efforts to cause all
Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system, if any, similar then outstanding Securities having been issued by the Company are then listed, if reasonably requested by the
Holders of a majority in aggregate principal amount of Securities then named in such Shelf Registration or the managing underwriter(s), if any; and 
 (xxii) if not publicly available on the Commission’s EDGAR, or similar, system, provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of
Section 13 and Section 15 of the Exchange Act. 
 Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Company that the
use of the Prospectus may 

  
 -14-








 
be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the
event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and
including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided, however, that no such extension shall be taken into account in determining whether Special Interest is due pursuant to Section 5 hereof
or the amount of such Special Interest, it being agreed that the Company’s option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof. Each
Holder agrees to hold in confidence the fact that it has received notice pursuant to this paragraph and any communication related thereto. 
 SECTION 7. Registration Expenses. 
 (a) All expenses incident to the
Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without
limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel
that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the
Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section 7(b)
hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and
(vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). 

Each of the Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors. 

(b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer
Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the


  
 -15-








 
Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as
applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being
prepared. 
 SECTION 8. Indemnification. 

(a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each
Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a
“controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter
be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred,
reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including
the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with (1) any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue
statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or any free writing prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or expenses
are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly
for use therein. This indemnity shall be in addition to any liability which the Company or any of the Guarantors may otherwise have. 
 In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity
may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing; provided, however, that the
failure to give such notice shall not relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement, except to the extent that the Company or any Guarantor, as applicable, was materially prejudiced (through the
forfeiture of substantive rights and defenses) as a result of such failure or delay; provided, however, that the foregoing shall not relieve the Company or any Guarantor from any liability that the Company or any Guarantor may have to
an Indemnified Holder other than under this Section 8. Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as


  
 -16-








 
such fees and expenses are reasonably incurred, by the Company and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification
hereunder). The Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Company and the
Guarantors shall be liable for any settlement of any such action or proceeding effected with the Company’s and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of the Company and the
Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company and the Guarantors,
except to the extent set forth in Section 8(b). The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate
any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or
termination (i) includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding and (ii) does not include any statement as to or any admission of fault,
culpability or a failure to act by or on behalf of any Indemnified Person. 
 (b) Each Holder of Transfer Restricted Securities
agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors and their respective directors, officers, attorneys-in-fact, partners, employees, representative or agents who sign a Registration Statement, and any
Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of
each such Person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by
such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company, the Guarantors or their respective directors or officers or any such controlling person in respect of which indemnity
may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company and the Guarantors, and the Company, the Guarantors, their respective directors and officers and such controlling person
shall have the rights and duties given to each Holder by the preceding paragraph. 
 (c) If the indemnification provided for in
this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or
expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities
or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the


  
 -17-








 
Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company and the Guarantors from the Initial Placement), the amount of Special Interest which did not
become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law,
the relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of the Company and the Guarantors on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

 The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable
if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be
deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such
Holder exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in
proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint. 
 SECTION 9. Rule 144A. 
 Each of the Company and the Guarantors hereby
agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any


  
 -18-








 
prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales
of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act. 
 SECTION 10.
Participation in Underwritten Registrations. 
 No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and
executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements. 

SECTION 11. Selection of Underwriters. 
 The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such
Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such
offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company. 
 SECTION 12. Miscellaneous. 
 (a) Remedies. Each of the Company and
the Guarantors hereby agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance
that a remedy at law would be adequate. 
 (b) No Inconsistent Agreements. Each of the Company and the Guarantors will
not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company
nor any of the Guarantors have previously entered into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company’s or any of the Guarantors’ securities under any agreement in effect on the date hereof. 
 (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Company has (i) in the case of Section 5 hereof 

  
 -19-








 
and this Section 12(c)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the
written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities
are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect
to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver,
consent or departure is to be effective. 
 (d) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery: 

(i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the
Registrar under the Indenture; and 
 (ii) if to the Company: 

Asbury Automotive Group, Inc. 
 2905 Premiere Parkway NW, Suite 300 
 Duluth, Georgia 30097

 Facsimile: (770) 418-8298 

Attention: Ryan T. Marsh 
 With a copy to: 
 Jones Day 

1420 Peachtree Street, N.E., Suite 800 

Atlanta, Georgia 30309 
 Facsimile: (404) 581-8330 
 Attention: Mark L. Hanson, Esq.

 All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery. 
 Copies of all such notices, demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee at the address specified in the Indenture. 

  
 -20-








 (e) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement
shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder. 

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
 (g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 

(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE CONFLICTS OF LAW RULES THEREOF. 
 (i) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein
shall not be affected or impaired thereby. 
 (j) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter. 

  
 -21-








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	ASBURY AUTOMOTIVE GROUP, INC.
		
	By:	 	 /s/ Craig T. Monaghan

	 Name:
	 	 Craig T. Monaghan

	Title:	 	Senior Vice President and Chief Financial Officer
	
	Asbury Automotive Group L.L.C.
		
	By:	 	 /s/ Craig T. Monaghan

	Name:	 	Craig T. Monaghan
	Title:	 	Senior Vice President and Chief Financial Officer
	
	 AF Motors, L.L.C.

ALM 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 II L.L.C.

Asbury Automotive Atlanta 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 Jacksonville GP L.L.C., as general partner of Asbury Automotive Jacksonville,
L.P.




  
 -22-








 
	
	 Asbury Automotive Mississippi L.L.C.

Asbury Automotive North Carolina Dealership Holdings, L.L.C.

Asbury Automotive North Carolina L.L.C.

Asbury Automotive North Carolina Management 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 Tampa GP L.L.C., as general partner of Asbury Automotive Tampa, L.P.

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 Management L.L.C., as general partner of 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. and CP-GMC Motors, Ltd.

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 St. Louis Cadillac L.L.C.

Asbury St. Louis FSKR, L.L.C.

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 Tampa Management L.L.C., as general partner of 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. and WTY Motors, L.P.
 Asbury Texas D FSKR,
L.L.C.
 Asbury Texas H FSKR, L.L.C.

Asbury-Deland Imports, L.L.C.




  
 -23-








 
	
	 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, LLC

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.

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.




  
 -24-








 
	
	 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/ Craig T. Monaghan

		 	 Name:
	 	Craig T. Monaghan
		 	 Title:
	 	Vice President
	
	Asbury Automotive Management L.L.C.,
		
	By:	 	 /s/ Craig T. Monaghan

		 	 Name:
	 	Craig T. Monaghan
		 	 Title:
	 	Vice President and Treasurer



  
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	 The foregoing Registration Rights
 Agreement is hereby confirmed and
 accepted as of the date first above
written:

	
	 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

J.P. MORGAN SECURITIES LLC

WELLS FARGO SECURITIES, LLC

DEUTSCHE BANK SECURITIES INC.

		
	By:	 	Merrill Lynch, Pierce, Fenner & Smith
		 	 Incorporated

		
	By:	 	 /s/ Barry Price

		 	Name:	 	 Barry Price

		 	Title:	 	Managing Director


  
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