Eighth Supplemental Indenture


 Exhibit 4.5 
 EIGHTH SUPPLEMENTAL INDENTURE 
 EIGHTH SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of November 16, 2010, among Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and The
Bank of New York Mellon (formerly known as The Bank of New York), as trustee under the Indenture referred to below (the “Trustee”). 
 W I T N E S S E T H 
 WHEREAS, the Company has heretofore executed and delivered
to the Trustee an indenture, dated as of December 23, 2003 (as amended through the date hereof, the “Indenture”), pursuant to which the Company issued $200,000,000 aggregate principal amount of 8% Senior Subordinated Notes due
2014 (the “Notes”), $179,430,000 of which are outstanding as of the date hereof; 
 WHEREAS, the Company has
offered to purchase for cash any and all of the outstanding Notes (the “Tender Offer”) and requested that Holders of the Notes deliver their consents (the “Consents”) to eliminate substantially all of the
restrictive covenants and modify or eliminate certain events of default contained in the Indenture pursuant to the Offer to Purchase and Consent Solicitation Statement, dated November 1, 2010, and the related Letter of Transmittal and Consent;

 WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee may amend or supplement the Indenture,
the Notes and the Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes voting as a single class (including, consents obtained in connection with a tender offer, or
exchange offer for, or purchase of, Notes); 
 WHEREAS, Holders of at least a majority in aggregate principal amount of the
Notes outstanding (determined as provided for by the Indenture) have duly consented to the proposed amendments set forth in this Supplemental Indenture in accordance with Section 9.02 of the Indenture and all other conditions precedent provided
under the Indenture to permit the Company, the Guarantors and the Trustee to enter into this Supplemental Indenture have been satisfied; 
 WHEREAS, this Supplemental Indenture is effective as of the date upon which the conditions set forth in Section 3 hereof are satisfied, and the amendments effected by this Supplemental Indenture
shall become operative with respect to the Notes on the Initial Payment Date (as defined herein); and 
 WHEREAS, pursuant to
Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows: 






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

(a) Amendment of Article 4. Subject to Section 3 hereof, the Indenture is hereby amended by deleting the
following Sections of Article 4 of the Indenture and all references thereto: 4.03, 4.04(a), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17, 4.18 and 4.19, in each case in its entirety, and replacing each such Section with the
following: “Intentionally omitted.” 
 (b) Amendment of Article 5. Subject to Section 3
hereof, the Indenture is hereby amended by (A) deleting the comma and replacing it with “and” immediately preceding the phrase “(ii) the Successor Company” in the first sentence of Section 5.01 of the Indenture, and
deleting the comma and replacing it with a period at the end of clause (ii), (B) deleting clause (iii) and clause (iv) of the first sentence of Section 5.01 of the Indenture, in each case in its entirety, (C) deleting the
second sentence of Section 5.01 of the Indenture. 
 (c) Amendment of Article 6. Subject to
Section 3 hereof, the Indenture is hereby amended by deleting Section 6.01 in its entirety, together with any references to subsections thereof in the Indenture that, as provided below, are being replaced with the words “intentionally
omitted,” and replacing such Section 6.01 with the following: 
 “An “Event of
Default” occurs if: 
 (a) the Company defaults in the payment when due of interest on, or Special
Interest, if any, with respect to, the Notes and such default continues for a period of 30 days, whether or not such payment shall be prohibited by Article 10 hereof; 

(b) the Company defaults in the payment when due of principal of, or premium, if any, on, the Notes when the same becomes
due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, whether or not such payment shall be prohibited by Article 10 hereof; 

(c) the Company fails to comply with any of the provisions of Section 5.01 hereof; 

(d) intentionally omitted; 
 (e) intentionally omitted; 
 (f) intentionally omitted; 

(g) intentionally omitted; 
 (h) intentionally omitted; 

  
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 (i) the Company: 

(i) commences a voluntary case, 
 (ii) consents to the entry of an order for relief against it in an involuntary case, 
 (iii) consents to the appointment of a custodian of it or for all or substantially all of its property, 
 (iv) makes a general assignment for the benefit of its creditors, or 
 (v) generally is not paying its debts as they become due; or 
 (j)
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (i) is for relief
against the Company in an involuntary case; 
 (ii) appoints a custodian of the Company or for all or
substantially all of the property of the Company ; or 
 (iii) orders the liquidation of the Company; 

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

(d) Amendment of Notes. Subject to Section 3 hereof, any of the terms or provisions present in the Notes that
relate to any of the provisions of the Indenture as amended by this Supplemental Indenture shall also be amended so as to be consistent with the amendments made by this Supplemental Indenture. 

(e) Amendment of Definitions. Subject to Section 3 hereof, any defined terms present in the Indenture, the
Notes or the Subsidiary Guarantees but no longer used as a result of the amendments made by this Supplemental Indenture are hereby eliminated in the Indenture. The definition of any defined term used in the Indenture, the Notes or the Subsidiary
Guarantees where such definition is set forth in any of the sections or subsections of the Indenture that are eliminated by this Supplemental Indenture and the term it defines is still used in the Indenture, the Notes or the Subsidiary Guarantees
after the amendments hereby become operative shall be deemed to become part of, and defined in, Section 1.01 of the Indenture. Such defined terms are to be in alphanumeric order within Section 1.01 of the Indenture. 

3. EFFECT AND OPERATION OF SUPPLEMENTAL INDENTURE. This Supplemental Indenture shall be effective and binding immediately upon its
execution by the Company, the Guarantors and the Trustee, and thereupon this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Note and Subsidiary Guarantee heretofore or hereafter authenticated and delivered
under the Indenture shall be bound hereby; provided however, notwithstanding anything in the Indenture or this Supplemental Indenture to the 

  
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contrary, the amendments set forth in Section 2 of this Supplemental Indenture shall become operative only upon and simultaneously with, and shall have no force and effect prior to, the
Company’s acceptance and initial payment for Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer and representing at least a majority in aggregate principal amount of the then-outstanding Notes (such date of payment,
the “Initial Payment Date”). If the Tender Offer is terminated or withdrawn, or the Company does not accept for purchase, and pay for, the Notes for any reason, this Supplemental Indenture shall not become operative. Except as
modified and amended by this Supplemental Indenture, all provisions of the Indenture shall remain in full force and effect. 

4. INDENTURE AND SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER. This Supplemental Indenture is an indenture supplemental to, and in
implementation of, the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together. 
 5. TRUST INDENTURE ACT CONTROLS. If any provision of the Indenture, as amended by this Supplemental Indenture, limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed
duties shall control. 
 6. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS. No past, present or future
director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or such Guarantor under the Notes, the Subsidiary Guarantees, the Indenture, as amended by
this Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration
for issuance of the Notes. 
 7. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES. 
 8. SEVERABILITY. In case any provision in this
Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

9. COUNTERPARTS. This Supplemental Indenture may be executed in two or more separate counterparts. Each executed counterpart shall be an
original, but all of them together represent the same agreement. 
 10. HEADINGS. The Headings of the Sections of this
Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

11. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of 

  
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the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors. 

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

					
	 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., as Guarantor

		
	 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 Nix 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.

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.
 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.
 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.,
 as Guarantors




 

					
	By:	 	 /s/ Craig T. Monaghan

		 	 Name:
	 	Craig T. Monaghan
		 	 Title:
	 	Vice President








 
					
	Asbury Automotive Management L.L.C., as
Guarantor
		
	By:	 	 /s/ Craig T. Monaghan

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



[Signature Page to 2014 Notes Supplemental Indenture] 






 
					
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	 /s/ Latoya S. Elvin

		 	Name:	 	Latoya S. Elvin
		 	Title:	 	Associate


 [Signature Page to 2014
Notes Supplemental Indenture]