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EXHIBIT 10.14    
  


 
 

AMENDMENT No. 2 TO CREDIT AGREEMENT    
  


        THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of September 25, 2002, is by and among
ASBURY AUTOMOTIVE GROUP L.L.C., a Delaware limited liability company ("Original Borrower"), ASBURY AUTOMOTIVE GROUP, INC.
("AAG Inc."), a Delaware corporation, ASBURY AUTOMOTIVE GROUP HOLDINGS, INC., a Delaware corporation (individually and collectively, the
"Borrower"), FORD MOTOR CREDIT COMPANY, a Delaware corporation ("Ford Credit"), DAIMLERCHRYSLER SERVICES
NORTH AMERICA LLC, as successor in interest (via merger) to CHRYSLER FINANCIAL COMPANY, L.L.C., a Michigan limited liability company ("Chrysler
Financial"), GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation ("GMAC"), and the other Lenders from time to time
party hereto, and Ford Credit, as administrative agent and collateral agent (in such capacity and together with any Successor Agent appointed pursuant to Article VII of the Agreement (as
defined herein), the "Agent") for the Secured Parties. 


        WHEREAS,
pursuant to the terms of a certain Credit Agreement dated as of January 17, 2001, the Lenders extended to Original Borrower a revolving credit facility in an amount not
to exceed $550,000,000.00 (as such agreement may be amended, restated, supplemented, refinanced, increased or otherwise modified from time to time, the "Agreement"); 



        WHEREAS,
Borrower has requested that Lenders make an amount, up to Seventy Five Million Dollars ($75,000,000.00) of the Maximum Availability, available to Borrower to be drawn as Cash
Management Advances; and 


        WHEREAS,
Lenders and Borrower have agreed to modify certain terms and conditions of the Agreement as set forth herein. 


        NOW
THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Agreement is hereby
amended as follows: 



	1.
	Except
as modified herein, all capitalized terms shall have the meanings set forth in the Agreement. The amendments contained herein will be deemed effective upon execution of this
Amendment by the Borrower and the Required Lenders in the signature blocks below.



	2.
	The
definition of Cash Management Availability is hereby amended to read in its entirety as follows: 




        "Cash Management Availability" means an amount equal to the sum of all Cash Management Payments less the sum of all Cash Management
Advances, provided, however, in no event shall the Cash Management Availability exceed the lesser of Seventy Five Million Dollars ($75,000,000.00) or the aggregate amount of outstanding Advances. 



	3.
	The
definition of Cash Management Payment is hereby amended to read in its entirety as follows: 




        "Cash Management Payment" a prepayment, in whole or part, designated by Borrower as a Cash Management Payment, not to exceed, at any one
time, the lesser of Seventy Five Million Dollars ($75,000,000.00) or the aggregate amount of outstanding Advances. 



	4.
	The
following sentence is added to the end of Section 2.5 (A). 




        "Notwithstanding
the foregoing, if Borrower makes a prepayment which would cause the amount of outstanding Obligations due to Agent, in its capacity as Lender, to be less than zero,
Agent shall, as soon as practicable after receipt of such prepayment, allocate the amount of such prepayment to Lenders in accordance with each Lender's Ratable Share." 





 



	5.
	The
representations, covenants and warranties set forth in the Agreement shall be deemed remade as of the date hereof by Borrower (other than representations and warranties made as of
a particular date), provided that any and all references to the Agreement in such representations and warranties shall be deemed to include this Amendment. Borrower hereby represents and confirms that
no Event of Default has occurred and is continuing and no event has occurred and is continuing that, with the lapse of time, the giving of notice, or both, would constitute such an Event of Default
under the Agreement.



	6.
	Borrower
agrees to pay on demand all costs and expenses of or incurred by Agent and the Lenders (including, but not limited to, legal fees and expenses) in connection with the
evaluation, negotiation, preparation, execution and delivery of this Amendment and all related documents, instruments and agreements.



	7.
	The
amendments to the Agreement contemplated by this Amendment shall be deemed effective as set forth herein upon the full execution of this Amendment and without any further action
required by the parties hereto. There are no conditions precedent or subsequent to the effectiveness of this Amendment.



	8.
	This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 




        Except
as otherwise amended in this Amendment, the terms and conditions of the Agreement shall remain in full force and effect in accordance with the provisions thereof. 



        IN
WITNESS WHEREOF, the Borrower, the Agent and each Lender have executed this Agreement as of the date first above written. 



	 	 	ASBURY AUTOMOTIVE GROUP L.L.C.,

ASBURY AUTOMOTIVE GROUP, INC.,

and ASBURY AUTOMOTIVE GROUP HOLDINGS, INC.
	

 	
 	

By:	

 
	 	 	 	/s/  THOMAS F. GILMAN      
 Name: Thomas F. Gilman

Title: CFO



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	 	 	FORD MOTOR CREDIT COMPANY,

as Lender, and as Agent
	

 	
 	

By:	

 
	 	 	 	/s/  JANET B. TORONSKI      
 Name: Janet B. Toronski

Title: Director, Major Accounts




[SIGNATURE PAGE TO AMENDMENT No. 2]  


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	 	 	DAIMLERCHRYSLER SERVICES NORTH

AMERICA LLC, successor in interest (via merger)

to CHRYSLER FINANCIAL COMPANY, LLC,

as Lender
	

 	
 	

By:	

 
	 	 	 	/s/  R. D. KNIGHT      
 Name: R. D. Knight

Title:    Vice President of Credit




[SIGNATURE PAGE TO AMENDMENT No. 2]  


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	 	 	GENERAL MOTORS ACCEPTANCE

CORPORATION, as Lender
	

 	
 	

By:	

 
	 	 	 	/s/  J. G. MCLEOD      
 Name:  J. G. McLeod

Title:    Vice President, National Accounts




[SIGNATURE PAGE TO AMENDMENT NO. 2]  


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REAFFIRMATION OF GUARANTY    
  


        September 25, 2002 



        The
undersigned guarantors (collectively, the "Guarantor") confirm and restate each such Guarantor's liabilities, obligations and
agreements under the guaranty or guaranties by the undersigned of the indebtedness and obligations of ASBURY AUTOMOTIVE GROUP L.L.C., a Delaware limited liability company, ASBURY AUTOMOTIVE
GROUP, INC., a Delaware corporation, and ASBURY AUTOMOTIVE GROUP HOLDINGS, INC., a Delaware corporation, (individually and collectively, the
"Borrower") to the Lenders and the Agent, under the Credit Agreement dated as of January 17, 2001 (the "Credit
Agreement"), as amended by that certain Amendment No. 1 to Credit Agreement dated July 29, 2002 ("Amendment
No. 1") and Amendment No. 2 to Credit Agreement dated as of even date herewith (the "Amendment; and collectively
with the aforesaid Credit Agreement, Amendment No. 1 and as may be further amended, restated, modified or supplemented, the "Agreement") to which
this Reaffirmation of Guaranty is attached, and acknowledges and agrees that every right, power and remedy of Lender thereunder is in full force and effect, including without limitation, such right,
powers and remedies relating to the Agreement, as amended, and the payment of the indebtedness and the performance of the obligations thereunder. Without limiting the foregoing, Guarantor intends by
execution and delivery of this Reaffirmation of Guaranty to absolutely, irrevocably and unconditionally reaffirm Guarantor's guaranty to Lender and Agent of (i) the due and punctual payment of
the indebtedness due and payable under the Agreement, as amended, and (ii) the performance by Borrower
of the obligations under the Agreement. Guarantor acknowledges and declares that Guarantor has no defense, claim, charge, plea or set-off whatsoever in law or equity against the Lenders,
the Agent, the guaranty or guaranties, the Agreement, the Amendment, or any other instrument or document executed by Guarantor or Borrower in connection with the Agreement or the Amendment. Guarantor
waives and releases any and all defenses which might accrue to Guarantor by the execution of the Amendment. 


        Guarantor
has executed this Reaffirmation of Guaranty of the date first above written. 



	 	 	[List Asbury entities]	 
	

 	
 	

By:	

 	

(seal)
	 	 	 	/s/  JEFFERY G. HILSGEN      
 Name:  Jefferey G. Hilsgen

Title:    Treasurer	 




[SIGNATURE PAGE TO REAFF GUARANTY] 


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EXHIBIT 10.14


AMENDMENT No. 2 TO CREDIT AGREEMENT

REAFFIRMATION OF GUARANTY