EX 4.1 SIXTH SUPPLEMENTAL INDENTURE






SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 23, 2014, by and among Q AUTOMOTIVE GROUP L.L.C., a Delaware limited liability company, Q AUTOMOTIVE BRANDON FL, LLC, a Delaware limited liability company, and Q AUTOMOTIVE JACKSONVILLE FL, LLC, a Delaware limited liability company (collectively, the “Guaranteeing Subsidiaries”), each such Guaranteeing Subsidiary being a subsidiary of Asbury Automotive Group, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of November 16, 2010, as amended, supplemented and otherwise modified by from time to time (the “Indenture”), providing for the issuance of its 8.375% Senior Subordinated Notes due 2020 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1.             CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.             AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby agree, jointly and severally along with all Guarantors named in the Indenture, to guarantee the Company's obligations under the Notes on the terms and subject to the conditions set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes.
3.             RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
4.            NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE. 
5.             COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
6.             EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7.             THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
SIGNATURES
Dated as of July 23, 2014


	
					
	ASBURY AUTOMOTIVE GROUP, INC.
	 

	 
	 

	

By:
	 
	

/s/ Keith Style
       

	 
	 
	Name:   Keith Style

	 
	 
	Title:   Senior Vice President and 
           Chief Financial Officer




 
	
						
	Q AUTOMOTIVE GROUP L.L.C.
	 

	 
	 

	      
 By:
	 
	
/s/ Keith Style
       
	 

	      Name: Keith Style
       Title:   Authorized Officer

	 






	
						
	Q AUTOMOTIVE BRANDON FL, LLC
	 

	 
	 

	By:
	 
	Q Automotive Group L.L.C.

	 
	 
	Its:  Sole Member

	 
	 
	 

	      By:
	 
	
/s/ Keith Style
       
	 

	           Name: Keith Style
             Title:   Authorized Officer






	
					
	Q AUTOMOTIVE JACKSONVILLE FL, LLC

	 
	 

	By:
	 
	Q Automotive Group L.L.C.

	 
	 
	Its:  Sole Member

	 
	 
	 

	   By:
	 
	
/s/ Keith Style
       

	           Name: Keith Style
             Title:   Authorized Officer






Signature Page to Sixth Supplemental Indenture









	
					
	

THE BANK OF NEW YORK MELLON, as Trustee
	 

	 
	 
	 

	By:
	 
	/s/ Francine J. Kincaid
	 

	 
	 
	Name:  Francine J Kincaid
	 
	 

	 
	 
	Title:    Vice President
	 
	 




 








































































































Signature Page to Sixth Supplemental Indenture