Document

Exhibit 4.12


FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 23, 2021, among the entities listed on Exhibit A attached hereto (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of November 19, 2021 (the “Indenture”) providing for the issuance of 4.625% Senior Notes due 2029 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and 
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1.CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.AGREEMENT TO GUARANTEE.  Each Guaranteeing Subsidiary hereby agrees, jointly and severally along with all Guarantors named in the Indenture, to guarantee the Company’s obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes.
3.RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
4.NEW YORK LAW TO GOVERN.  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
5.COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
6.EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.
7.THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.









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


ASBURY AUTOMOTIVE GROUP, INC.




						
	

By:
	/s/  David W. Hult
	Name:	David W. Hult
	Title:	President & Chief Executive Officer






ASBURY AURORA TOY, LLC
ASBURY CO LEX, LLC
ASBURY LAKEWOOD CHEV, LLC
ASBURY LAKEWOOD TOY, LLC
ASBURY LITTLETON JLR, LLC
ASBURY LITTLETON POR, LLC
ASBURY LONGMONT HUND, LLC
LHM ACD, LLC
LHM ACJ, LLC
LHM ADR, LLC
LHM AMT, LLC
LHM ANI, LLC
LHM ATO, LLC
LHM AVW, LLC
LHM BCD, LLC
LARRY H. MILLER COMPANY – BOUNTIFUL, L.L.C.
LHM BSU, LLC
LHM BTO, LLC
LHM BUC, LLC
LHM COLLISION CSCO, LLC
LHM CHV, LLC
LHM CTO, LLC
LHM DCJ, LLC
LHM DDR, LLC
LHM DNI, LLC
LHM FLT, LLC
LHM LCJ, LLC
LHM LEX, LLC
LHM LFO, LLC
LANDCAR GC, LLC
LHM LIT, LLC
LHM LMD, LLC
OSBORN/MILLER AUTOMOTIVE, L.L.C.
LANDCAR MANAGEMENT, LTD.
LHM MFD, LLC
LHM MNI, LLC
LHM MUR, LLC
LHM NHR, LLC
LHM COLLISION OCC, LLC
LHM PCD, LLC
LHM PCH, LLC
LHM PFL, LLC
LHM PNX, LLC
LHM QCH, LLC
LHM QCJ, LLC
LHM RCD, LLC
LHM SAX, LLC
LHM SCD, LLC
LHM SFL, LLC
[Signature Page to Second Supplemental Indenture]








LHM SFO, LLC
LHM SSLE, LLC
LHM SPO HOLDINGS, LLC
LHM - SPOKANE, LLC
LHM TCD, LLC
LHM TCJ, LLC
LHM TCS, LLC
LHM TDR, LLC
LHM TSD, LLC
LHM TVW, LLC
LHM UCN, LLC
LHM UCO, LLC
LHM UCS, LLC
LHM AUTO INTERMEDIATE HOLDINGS I, LLC
LHM AUTO GP HOLDINGS, LLC




						
	

By:
	/s/  David W. Hult
	Name:	David W. Hult
	Title:	President & Chief Executive Officer








U.S. BANK NATIONAL ASSOCIATION




						
	By:
	/s/  Stephanie Cox
	Name:	Stephanie Cox
	Title:	Vice President














Exhibit A


			
	Entity Name
	Asbury Aurora Toy, LLC
	Asbury CO LEX, LLC
	Asbury Lakewood Chev, LLC
	Asbury Lakewood Toy, LLC
	Asbury Littleton JLR, LLC
	Asbury Littleton Por, LLC
	Asbury Longmont Hund, LLC
	LHM ACD, LLC
	LHM ACJ, LLC
	LHM ADR, LLC
	LHM AMT, LLC
	LHM ANI, LLC
	LHM ATO, LLC
	LHM AVW, LLC
	LHM BCD, LLC
	Larry H. Miller Company – Bountiful, L.L.C.
	LHM BSU, LLC
	LHM BTO, LLC
	LHM BUC, LLC
	LHM Collision CSCO, LLC
	LHM CHV, LLC
	LHM CTO, LLC
	LHM DCJ, LLC
	LHM DDR, LLC
	LHM DNI, LLC
	LHM FLT, LLC
	LHM LCJ, LLC
	LHM LEX, LLC
	LHM LFO, LLC
	LANDCAR GC, LLC
	LHM LIT, LLC
	LHM LMD, LLC
	Osborn/Miller Automotive, L.L.C.
	Landcar Management, Ltd.
	LHM MFD, LLC
	LHM MNI, LLC
	LHM MUR, LLC
	LHM NHR, LLC
	LHM Collision OCC, LLC
	LHM PCD, LLC
	LHM PCH, LLC
	LHM PFL, LLC
	LHM PNX, LLC
	LHM QCH, LLC
	LHM QCJ, LLC










			
	LHM RCD, LLC
	LHM SAX, LLC
	LHM SCD, LLC
	LHM SFL, LLC
	LHM SFO, LLC
	LHM SSLE, LLC
	LHM SPO Holdings, LLC
	LHM - Spokane, LLC
	LHM TCD, LLC
	LHM TCJ, LLC
	LHM TCS, LLC
	LHM TDR, LLC
	LHM TSD, LLC
	LHM TVW, LLC
	LHM UCN, LLC
	LHM UCO, LLC
	LHM UCS, LLC
	LHM Auto Intermediate Holdings I, LLC
	LHM Auto GP Holdings, LLC