restated, extended, supplemented or otherwise modified in
writing from time to time, the "Credit Agreement" the terms defined therein
being used herein as therein defined), among Asbury Automotive Group, Inc., a
Delaware corporation (the "Company"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer, and
Swing Line Lender. Terms used herein not otherwise defined herein have the
respective meanings given thereto in the Credit Agreement.
The undersigned Responsible Officer of the Company hereby certifies as of the
date hereof that at the close of business on [
] (the
"Calculation Date") the Borrowing Base was $
, computed as set forth on
the schedule attached hereto.
ASBURY AUTOMOTIVE GROUP, INC. By:
Name:
Title:
H-1
Form of Pledge Agreement
EXHIBIT I
ESCROW AND SECURITY AGREEMENT
See Attached.
I-1
Form of Escrow and Security Agreement
EXECUTION VERSION
EXHIBIT I
THIS ESCROW AND 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.
ESCROW AND SECURITY AGREEMENT
THIS ESCROW AND SECURITY AGREEMENT (this "Agreement") is made and entered into
as of September 26, 2008 by ASBURY AUTOMOTIVE GROUP, INC., a Delaware
corporation (the "Borrower" and a "Grantor"), 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 "Grantor", and collectively
with the Borrower, the "Grantors"), and BANK OF AMERICA, N.A., a national
banking association, as Administrative Agent (the "Administrative Agent") for
each of the Secured Parties (as defined in the Credit Agreement referenced
below). All capitalized terms used but not otherwise defined herein shall have
the respective meanings assigned thereto in the Credit Agreement.
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, Bank of America,
N.A., as Swing Line Lender and as L/C Issuer, 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 with a letter of credit
sublimit and swing line facility.
B. Certain additional extensions of credit may be made from time to time for the
benefit of the Grantors pursuant to certain Secured Hedge Agreements (each as
defined in the Credit Agreement).
C. Each Grantor will materially benefit from the Loans to be made, and the
Letters of Credit to be issued, under the Credit Agreement, and such other
extensions of credit, and each Grantor is a party (as signatory or by joinder)
to the Subsidiary Guaranty pursuant to which such Grantor guarantees the
Obligations of