HUND L.L.C.
THOMASON MAZ L.L.C.
THOMASON NISS L.L.C.
THOMASON OUTFITTERS L.L.C.
THOMASON PONTIAC-GMC L.L.C.
THOMASON SUZU L.L.C.
THOMASON TY L.L.C.
THOMASON ZUK L.L.C.
Hunter Johnson
Treasurer
GUARANTY AGREEMENT
Signature Page
ADMINISTRATIVE AGENT:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
Jeffrey G. Calder Vice President
GUARANTY AGREEMENT
Signature Page
EXHIBIT 1.1E
FORM OF SECURITY AGREEMENT
THIS SECURITY AGREEMENT AND THE COLLATERAL DESCRIBED HEREIN ARE SUBJECT TO THAT
CERTAIN INTERCREDITOR AGREEMENT, DATED AS OF SEPTEMBER 26, 2008, AMONG BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND EACH OTHER LENDER PARTY THERETO FROM
TIME TO TIME, AND ANY SUCCESSOR OR ASSIGNEE OF ANY PARTY HERETO SHALL BE BOUND
BY SUCH INTERCREDITOR AGREEMENT AS FULLY AS IF SUCH SUCCESSOR OR ASSIGNEE WERE A
PARTY THERETO.
SECURITY AGREEMENT
THIS SECURITY AGREEMENT dated as of October 29, 2008 (this "Security Agreement")
is being entered into among Asbury Automotive Group, Inc., a Delaware
corporation (the "Borrower"), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE
BORROWER AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A
JOINDER AGREEMENT (each a "Guarantor" and, together with the Borrower,
collectively, the "Grantors"), and JPMORGAN CHASE BANK, N.A., as Administrative
Agent (in such capacity, the "Administrative Agent") for each of the Secured
Parties (as defined in the Credit Agreement referenced below).
RECITALS:
A. Pursuant to a Credit Agreement dated as of the date hereof (as amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the Borrower, the Administrative Agent and the lenders party
thereto (from time to time, collectively, the "Lenders"), the Lenders have
agreed to provide to the Borrower a revolving credit facility.
B. Certain additional extensions of credit may be made from time to time for the
benefit of the Grantors pursuant to certain Secured Swap Contracts (as
hereinafter defined).
C. Each Grantor will materially benefit from the Loans to be made under the
Credit Agreement, and such other extensions of credit, and each Grantor (other
than the Borrower) is a party (as signatory or by joinder) to the Guaranty
Agreement pursuant to which such Grantor guarantees the Obligations of the
Borrower.
D. It is a condition precedent to the Secured Parties' obligations to make and
maintain such extensions of credit that the Grantors shall have executed and
delivered this Security Agreement to the Administrative Agent.
In order to induce the Secured Parties to make and maintain extensions of credit
from time to time under the Credit Agreement and such Secured Swap Contracts,
the parties hereto agree as follows:
1. Certain Definitions. All capitalized terms used but not otherwise defined
herein shall have the meanings assigned thereto in the Credit Agreement. Terms
used in this Security Agreement that are not otherwise expressly defined herein
or in the Credit Agreement, and for
which meanings are provided in the Uniform Commercial Code of the State of New
York (the "UCC"), shall have such meanings unless the context requires
otherwise. In addition, for purposes of this Security Agreement, the following
terms have