Modification Number One to Master Loan Agreement dated as of December 1, 2008



 Exhibit 10.48 
 MODIFICATION NUMBER ONE 
 TO MASTER LOAN AGREEMENT 
 THIS MODIFICATION NUMBER ONE TO MASTER LOAN AGREEMENT (the “Agreement”), dated as of December 1, 2008 between NP FLM L.L.C., a Delaware
limited liability company, PREMIER NSN L.L.C., a Delaware limited liability company, ASBURY ATLANTA JAGUAR L.L.C., a Delaware limited liability company, ASBURY ATLANTA LEX L.L.C., a Delaware limited liability company, CN MOTORS, LTD., a Florida
limited partnership, C&O PROPERTIES, LTD., a Florida limited partnership, CFP MOTORS, LTD., a Florida limited partnership, AVENUES MOTORS, LTD., a Florida limited partnership, AF MOTORS, L.L.C., a Delaware limited liability company, ALM MOTORS,
L.L.C., a Delaware limited liability company, ASBURY-DELAND IMPORTS, L.L.C., a Delaware limited liability company, COGGIN CHEVROLET L.L.C., a Delaware limited liability company, COGGIN CARS L.L.C., a Delaware limited liability company, CH MOTORS,
LTD., a Florida limited partnership, HFP MOTORS L.L.C., a Delaware limited liability company, CROWN GPG L.L.C., a Delaware limited liability company, CROWN CHV L.L.C., a Delaware limited liability company, CROWN GHO L.L.C., a Delaware limited
liability company, CROWN GDO L.L.C., a Delaware limited liability company, CROWN RIB L.L.C., a Delaware limited liability company, CROWN MOTORCAR COMPANY L.L.C., a Delaware limited liability company, ASBURY AUTOMOTIVE ATLANTA L.L.C., a Delaware
limited liability company, MCDAVID IRVING-HON, L.L.C., a Delaware limited liability company, MCDAVID PLANO-ACRA, L.L.C., a Delaware limited liability company, MCDAVID AUSTIN-ACRA, L.L.C., a Delaware limited liability company, MCDAVID HOUSTON-HON,
L.L.C., a Delaware limited liability company, MCDAVID HOUSTON-NISS, L.L.C., a Delaware limited liability company and ASBURY AUTOMOTIVE TEXAS REAL ESTATE HOLDINGS L.L.C., a Delaware limited liability company (each referred to herein individually and
collectively as “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “WBNA”) and WACHOVIA FINANCIAL SERVICES, INC., a North Carolina corporation (together
with its successors and assigns, “WFSI”) (WBNA and WFSI referred to herein individually and collectively as “Lender”). 
 RECITALS 
 A. Lender is the holder of certain Notes, as modified from time to time, executed and delivered by Borrower and
certain other loan documents, including without limitation, a Master Loan Agreement, dated as of June 4, 2008, as modified from time to time (the “Loan Agreement”). 
 B. Borrower and Lender have agreed to modify the terms of the Loan Agreement as set forth herein. 
 In consideration of Lender’s continued extension of credit and the agreements contained herein, the parties agree as follows: 
 AGREEMENT 
 ACKNOWLEDGMENT OF
BALANCE. Borrower acknowledges that the most recent Commercial Loan Invoices sent to Borrower with respect to the Obligations under each Note is correct. 
 DEFINITIONS. Terms used in this Agreement which are capitalized and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. 







 MODIFICATIONS. 
  

	1.	Section 1.1 “Defined Terms” of the Loan Agreement is hereby amended as follows: 

 (a) The definition of “Bridge Loan” or “Bridge Loans” is hereby deleted in its entirety and the following new definition of
“Bridge Loan” or “Bridge Loans” is hereby substituted in lieu thereof: 
 “‘Bridge Loan’ or
‘Bridge Loans’ means the term loans made by WBNA to Bridge Loan Borrower as provided in Section 2.1.1 hereof.” 
 (b) The definition of “Bridge Loan Maturity Date” is hereby deleted in its entirety and the following new definition of “Bridge Loan Maturity Date” is hereby substituted in lieu thereof: 
 “‘Bridge Loan Maturity Date’ means April 30, 2009.” 
 (c) The definition of “Tenant” is hereby deleted in its entirety and the following new definition of “Tenant” is hereby substituted
in lieu thereof: 
 “‘Tenant’ means each, any and all tenants under a Lease for any Property.” 
  

	2.	Exhibit A-3 of the Loan Agreement is hereby amended by deleting the reference therein to “9401 Atlantic Boulevard, Jacksonville, Duval County, Florida”.


 FACILITY FEE. In connection with the extension of the Bridge Loans, Borrower shall pay to Lender contemporaneously with the execution
hereof a non-refundable, fully earned facility fee in the aggregate amount of $7,990.00. 
 ACKNOWLEDGMENTS AND REPRESENTATIONS. Borrower acknowledges
and represents that the Note, the Loan Agreement and other Loan Documents, as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, no Event of Default
under the Loan Documents has occurred, all representations and warranties contained in the Loan Documents are true and correct as of this date, all necessary action to authorize the execution and delivery of this Agreement has been taken; and this
Agreement is a modification of an existing obligation and is not a novation. 
 COLLATERAL. Borrower acknowledges and confirms that there have been no
changes in the ownership of any Collateral since the Collateral was originally pledged; Borrower acknowledges and confirms that the Lender has existing, valid first priority security interests and liens in the Collateral; and that such security
interests and liens shall secure Borrower’s Obligations, including any modification of the Note or Loan Agreement, if any, and all future modifications, extensions, renewals and/or replacements of the Loan Documents. 
 MISCELLANEOUS. This Agreement shall be construed in accordance with and governed by the laws of the Jurisdiction as originally provided in the Loan Documents,
without reference to the Jurisdiction’s conflicts of law principles. This Agreement and the other Loan Documents constitute the sole agreement of the parties with respect to the subject matter thereof and supersede all oral negotiations and
prior writings with respect to the subject matter thereof. No amendment of this Agreement, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. The illegality,
unenforceability or inconsistency of any provision of this Agreement shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Agreement or the other Loan Documents. This Agreement and the
other Loan Documents are intended to be consistent. However, in the event of any inconsistencies among this Agreement and any of the Loan Documents, the terms of this Agreement, and then the Loan Agreement, shall control. This Agreement may be
executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which when taken together shall constitute but one and the same
instrument. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto. LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING LENDER BY ACCEPTANCE
HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR 








 
ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM (A “DISPUTE”) THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS
AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (A) INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES OR (B) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING,
CLAIM OR CONTROVERSY, WHETHER THE DISPUTE IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. Final Agreement. This Agreement and the other Loan Documents represent the final agreement between the parties and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. 
 ARBITRATION. Upon demand of any party hereto, whether made before or after institution of any judicial proceeding, any claim or controversy arising out of or relating to the Loan Documents between parties hereto shall be resolved by
binding arbitration conducted under and governed by the Commercial Financial Disputes Arbitration Rules (the “Arbitration Rules”) of the American Arbitration Association (the “AAA”) and the Federal Arbitration Act. Disputes may
include, without limitation, tort claims, counterclaims, a dispute as to whether a matter is subject to arbitration, or claims arising from documents executed in the future, but shall specifically exclude claims brought as or converted to class
actions. A judgment upon the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, this arbitration provision does not apply to disputes under or related to swap agreements. Special Rules. All arbitration
hearings shall be conducted in Charlotte, North Carolina. A hearing shall begin within 90 days of demand for arbitration and all hearings shall conclude within 120 days of demand for arbitration. These time limitations may not be extended unless a
party shows cause for extension and then for no more than a total of 60 days. The expedited procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators shall be
licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA. The parties do not waive applicable Federal or state substantive law except as provided herein. Preservation and Limitation of Remedies.
Notwithstanding the preceding binding arbitration provisions, the parties agree to preserve, without diminution, certain remedies that any party may exercise before or after an arbitration proceeding is brought. The parties shall have the right to
proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (a) all rights to foreclose against any real or personal property or other security by exercising a power of sale or
under applicable law by judicial foreclosure including a proceeding to confirm the sale; (b) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property;
(c) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (d) when applicable, a judgment by confession
of judgment. Any claim or controversy with regard to any party’s entitlement to such remedies is a Dispute. Waiver of Jury Trial. THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED ANY RIGHT THEY
MAY HAVE TO JURY TRIAL WITH REGARD TO A DISPUTE. 
 [Signatures on following page] 







 IN WITNESS WHEREOF, the parties hereto have caused this Modification Number One to Master Loan
Agreement to be duly executed under seal as of the day and year first above written. 
  

					
	Property 1	 	CH MOTORS, LTD., a Florida limited partnership
			
		 	By: 	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 2	 	CN MOTORS, LTD., a Florida limited partnership
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 3	 	C&O PROPERTIES, LTD., a Florida limited partnership
	BRIDGE	 	
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 4	 	COGGIN CARS L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 5	 	COGGIN CHEVROLET L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 6	 	AVENUES MOTORS, LTD., a Florida limited partnership
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 7	 	AF MOTORS, L.L.C., a Delaware limited liability company
			
		 	By: 	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
		 	And
		
		 	ALM MOTORS, L.L.C., a Delaware limited liability company
			
		 	By: 	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President

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	Property 8	 	ASBURY-DELAND IMPORTS, L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 9	 	HFP MOTORS L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 10	 	CFP MOTORS, LTD., a Florida limited partnership
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 11	 	CROWN GHO L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 12	 	CROWN GDO L.L.C., a Delaware limited liability company
			
		 	By: 	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 13	 	CROWN GPG L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	 Property 14
 BRIDGE
	 	CROWN CHV L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 15	 	CROWN RIB L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 16	 	CROWN MOTORCAR COMPANY L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President

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	Property 17	 	ASBURY ATLANTA LEX L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 18	 	ASBURY ATLANTA JAGUAR L.L.C., a Delaware limited liability company
			
		 	By: 	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 19	 	PREMIER NSN L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 20	 	NP FLM L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 21	 	ASBURY AUTOMOTIVE ATLANTA L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 22 and 23	 	MCDAVID IRVING-HON, L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 24	 	ASBURY AUTOMOTIVE TEXAS REAL ESTATE HOLDINGS L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 25	 	MCDAVID PLANO-ACRA, L.L.C., a Delaware limited liability company
			
		 	By: 	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 26, 30, 31 and 32	 	MCDAVID HOUSTON-HON, L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President

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	Property 27 and 29	 	MCDAVID HOUSTON-NISS, L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
	Property 28	 	MCDAVID AUSTIN-ACRA, L.L.C., a Delaware limited liability company
			
		 	By:	 	  /s/ Craig Monaghan
		 		 	Craig Monaghan, its Vice President
		
		 	Accepted in Winston-Salem, North Carolina:
		
		 	WACHOVIA BANK, NATIONAL ASSOCIATION
			
		 	By:	 	  /s/ Michael R. Burkitt
		 		 	Michael R. Burkitt, Senior Vice President
		
		 	WACHOVIA FINANCIAL SERVICES, INC.
			
		 	By:	 	  /s/ Michael R. Burkitt
		 		 	Michael R. Burkitt, Senior Vice President