53
Section 6.8
Fiscal Year; Accounting
53
Section 6.9
Pension Plans
53
Section
6.10
Restricted Payments and Distributions
53
Section 6.11
Financial
Covenants
54
Section 6.12
Change in Nature of Business
54
Section
6.13
Use of Proceeds
54
Section 6.14
Burdensome Agreements
54
Section 6.15
Amendments of Certain Indebtedness
55
Section 6.16
Prepayments, etc. of Certain Indebtedness
55
Section 6.17
Excluded
Property
55
Section 6.18
Disposition of Subsidiary or Franchise
55
Article VII. EVENTS OF DEFAULT AND REMEDIES
56
- ii -
Section 7.1
Events of Default
56
Section 7.2
Remedies
58
Section 7.3
Application of Collateral
58
Article VIII. THE AGENT
60
Section 8.1
Authorization and Action of the Agent; Rights and Duties
Regarding Collateral, Priority of Distributions
60
Section 8.2
Agent's
Reliance
61
Section 8.3
Agent and Affiliates; JPMorgan Chase Bank, N.A.
and Affiliates
61
Section 8.4
Lenders' Indemnity of Agent
62
Section 8.5
Lender Credit Decision
62
Section 8.6
Resignation of
Agent; Successor Agent
63
Section 8.7
Notice of Default
63
Article IX. MISCELLANEOUS
63
Section 9.1
Notices, Etc
63
Section 9.2
Survival of
Agreement
64
Section 9.3
Successors and Assigns; Participations
64
Section 9.4
Expenses of the Agents and Lenders; Indemnity
67
Section
9.5
Right of Setoff
69
Section 9.6
Governing Law; Jurisdiction
70
Section 9.7
Waivers; Amendments
70
Section 9.8
Interest Rate
Limitation
71
Section 9.9
Severability; Conflicts
71
Section 9.10
Counterparts
72
Section 9.11
Binding Effect
72
Section 9.12
Liability
72
Section 9.13
USA Patriot Act
72
Section 9.14
Confidentiality
72
Section 9.15
WAIVER OF JURY TRIAL
73
Section 9.16
FINAL AGREEMENT OF THE PARTIES
73
- iii -
Schedules:
SCHEDULE 2.1
LENDERS AND COMMITMENTS SCHEDULE 3.8(a)
LITIGATION*
SCHEDULE 3.16(g)
EXISTING LIENS* SCHEDULE 3.18
SUBSIDIARIES* SCHEDULE 3.19
LOCATIONS OF INVENTORY* SCHEDULE 3.20
DEALER FRANCHISE AGREEMENTS;
FRAMEWORK AGREEMENTS* SCHEDULE 4.1
JURISDICTIONS OF ORGANIZATION AND
QUALIFICATION* SCHEDULE 6.1(c)
EXISTING INDEBTEDNESS* SCHEDULE 6.1(h)
PERMITTED REAL ESTATE DEBT* SCHEDULE 7.1(j)
JUDGMENTS*
* Intentionally Omitted
- iv -
Exhibits:
EXHIBIT 1.1A
FORM OF JOINDER AGREEMENT EXHIBIT 1.1B
FORM OF NOTE
EXHIBIT 1.1C
FORM OF REQUEST FOR BORROWING EXHIBIT 1.1D
FORM OF GUARANTY
AGREEMENT EXHIBIT 1.1E
FORM OF SECURITY AGREEMENT EXHIBIT 2.19(b)
FORM OF
NEW LENDER AGREEMENT EXHIBIT 2.19(c)
FORM OF COMMITMENT INCREASE AGREEMENT
EXHIBIT 5.5(c)
FORM OF COMPLIANCE CERTIFICATE EXHIBIT 5.5(f)
FORM OF
AVAILABILITY ANALYSIS EXHIBIT 9.3(b)
FORM OF ASSIGNMENT AND ASSUMPTION
- v -
THIS REVOLVING CREDIT AGREEMENT dated as of October 29, 2008 (the "Effective
Date"), is entered into among ASBURY AUTOMOTIVE GROUP, INC., a Delaware
corporation (the "Borrower"), each of the lenders listed on the signature pages
hereof or that may become party hereto pursuant to Section 2.18 or Section 9.3
(the "Lenders") and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the
Lenders (in such capacity, together with any successor in such capacity pursuant
to Section 8.6, the "Agent").
R E C I T A L S
WHEREAS, the Borrower has requested the Lenders and the Agent to enter into this
Revolving Credit Agreement and extend the loans herein described, and