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Exhibit 10.1

SECOND AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 10, 2020 (this “Amendment”) is by and among ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (“Company”), certain Subsidiaries of the Company party hereto as New Vehicle Borrowers (each a “New Vehicle Borrower” and collectively with the Used Vehicle Borrowers (defined below), the “Vehicle Borrowers”), certain Subsidiaries of the Company party hereto as Used Vehicle Borrowers (each a “Used Vehicle Borrower”, and collectively with the Company, the “Used Vehicle Borrowers”), the Guarantors party hereto, the Lenders party hereto (collectively, the “Consenting Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Revolving Swing Line Lender, New Vehicle Floorplan Swing Line Lender, Used Vehicle Floorplan Swing Line Lender and an L/C Issuer. The Vehicle Borrowers, including the Company in its capacity as Borrower under the Revolving Credit Facility, are referred to collectively as the “Borrowers” and individually as a “Borrower”.     

W I TN E S S E T H:

WHEREAS, the Administrative Agent, Revolving Swing Line Lender, New Vehicle Floorplan Swing Line Lender, Used Vehicle Floorplan Swing Line Lender, L/C Issuer, certain financial institutions from time to time party thereto as lenders and the Borrowers are parties to that certain Third Amended and Restated Credit Agreement, dated as of September 25, 2019 (as otherwise amended, supplemented or modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement).

WHEREAS, the Company and the Borrowers have asked the Lenders to amend the definition of “Consolidated Adjusted Current Liabilities” in Section 1.02 of the Credit Agreement, as set forth herein.

WHEREAS, the Consenting Lenders are willing to consent to such amendment, subject to the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1 – AMENDMENT

1.1    The definition of “Consolidated Adjusted Current Liabilities” in Section 1.02 of the Credit Agreement is hereby amended by deleting the phrase “any Permitted Real Estate Debt or Subordinated Debt” and inserting in its place the phrase “any Permitted Real Estate Debt, Subordinated Debt or Indebtedness incurred pursuant to Section 7.01(s)”.

For the avoidance of doubt, nothing in this amendment shall affect, or cause the deletion of, the phrase “, other than (in each case under this clause (c)) any such balloon, bullet or similar payment due within one (1) fiscal quarter following the date of determination.”


SECTION 2 – CONDITIONS PRECEDENT TO EFFECTIVENESS

2.1    This Amendment shall become effective upon the Administrative Agent’s receipt of executed counterparts of this Amendment from the Administrative Agent, the Borrowers, the Guarantors, and Lenders constituting Required Lenders.

SECTION 3 – MISCELLANEOUS

3.1    Binding Effect. This Amendment shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of the Administrative Agent and each Lender.

3.2    Affirmation of Borrowers and Guarantors. Each Borrower and each Guarantor hereby (a) consents to the amendments and modifications to the Credit Agreement effected hereby, and (b) confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Borrower or such Guarantor, as applicable, is a party is, and the obligations of such Borrower or such Guarantor, as applicable, contained in the Credit Agreement, as amended and modified hereby, or in any other Loan Documents to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended and modified by this Amendment. Without limiting the generality of the foregoing, the execution of this Amendment shall not constitute a novation or discharge of, any obligation of any Loan Party under the Credit Agreement or any other Loan Document, and each Loan Party agrees that the Security Instruments and any other documents or instruments executed, filed or recorded in connection therewith, shall remain outstanding and in full force and effect, and all of the Collateral described therein and Liens granted in favor of the Administrative Agent created thereunder do and shall continue to secure the Obligations and the “Obligations”, “Guarantied Obligations” or “Secured Obligations” (as those terms are defined in the Company Guaranty and the Subsidiary Guaranty) and any other obligations to the extent provided in the Security Instruments and that all such Liens continue to be perfected as security for the Obligations and the “Obligations”, “Guarantied Obligations” or “Secured Obligations” (as those terms are defined in the Company Guaranty and the Subsidiary Guaranty) and any other obligations secured thereby.

3.3    Representations and Warranties.

(a)    This Amendment has been duly authorized, executed and delivered by each of the other Loan Parties party hereto and constitutes a legal, valid and binding obligation of each such party, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.

(b)    The representations and warranties made by each Loan Party in Article V of the Credit Agreement and in each of the other Loan Documents to which such Loan Party is a party are true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the First Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier date in which case they are true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date.

(c)     No Default or Event of Default has occurred and is continuing as of the date hereof.

3.5     Reference to and Effect on Credit Agreement and the Loan Documents.


(a)    On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended and modified by this Amendment and as further amended, restated or modified from time to time in accordance with the terms thereof.

(b)    The Credit Agreement and each of the other Loan Documents, as specifically amended and modified by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c)    The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver or novation of any right, power or remedy of any Lender, L/C Issuer, Revolving Swing Line Lender, New Vehicle Floorplan Swing Line Lender, Used Vehicle Floorplan Swing Line Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or novation of any provision of any of the Loan Documents.

(d)    The Administrative Agent, the Lenders and the Loan Parties agree that this Amendment shall be a Loan Document for all purposes of the Credit Agreement (as specifically amended by this Amendment) and the other Loan Documents.

3.6    No Waiver. The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Lender under the Credit Agreement. This Amendment is limited to the matters expressly referred to herein and shall not constitute an amendment or waiver of, or an indication of the Lender’s willingness to amend or waive, any other provisions of the Credit Agreement or the same provisions for any other date or purpose.

3.7    Waiver, Modification, Etc. No provision or term of this Amendment may be modified, altered, waived, discharged or terminated orally, but only by an instrument in writing executed by the party against whom such modification, alteration, waiver, discharge or termination is sought to be enforced.

3.8    Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

3.9    GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

3.10    Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall he deemed an original, but all such counterparts together shall constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed signature page of this Amendment by facsimile transmission or electronic mail shall be as effective as delivery of a manually executed counterpart hereof.

(Signature Pages Follow)


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

Asbury Automotive Group, Inc.

By: /s/Matthew Pettoni                    

Typed Name:    Matthew Pettoni

Typed Title:    Vice President and Treasurer

NEW VEHICLE BORROWERS:

ASBURY AR NISS L.L.C.

ASBURY ATLANTA AC L.L.C.

ASBURY ATLANTA AU L.L.C.

ASBURY ATLANTA BM L.L.C.

ASBURY ATLANTA CHEV, LLC

ASBURY ATLANTA HON L.L.C.

ASBURY ATLANTA HUND L.L.C.

ASBURY ATLANTA INF L.L.C.

ASBURY ATLANTA INFINITI L.L.C.

ASBURY ATLANTA K L.L.C.

ASBURY ATLANTA LEX L.L.C.

ASBURY ATLANTA NIS L.L.C.

ASBURY ATLANTA NIS II, LLC

ASBURY ATLANTA TOY L.L.C.

ASBURY ATLANTA TOY 2 L.L.C.

ASBURY ATLANTA VB L.L.C.

ASBURY AUTOMOTIVE BRANDON, L.P.

ASBURY AUTOMOTIVE ST. LOUIS, L.L.C.

ASBURY AUTOMOTIVE WEST, LLC

ASBURY CH MOTORS L.L.C.

ASBURY DELAND HUND, LLC

ASBURY GEORGIA TOY, LLC

ASBURY IN CBG, LLC

ASBURY IN CDJ, LLC

ASBURY IN CHEV, LLC

ASBURY IN FORD, LLC

ASBURY IN HON, LLC

ASBURY IN TOY, LLC

ASBURY INDY CHEV, LLC

ASBURY JAX AC, LLC

By: /s/Matthew Pettoni                    

Typed Name:    Matthew Pettoni

Typed Title:    Treasurer

Asbury Automotive Group, Inc.

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page


NEW VEHICLE BORROWERS, continued:

ASBURY JAX HON L.L.C.

ASBURY MS CHEV L.L.C.

ASBURY SC JPV L.L.C.

ASBURY SC LEX L.L.C.

ASBURY SC TOY L.L.C.

ASBURY ST. LOUIS LEX L.L.C.

ASBURY ST. LOUIS LR L.L.C.

ASBURY ST. LOUIS M L.L.C.

ASBURY-DELAND IMPORTS, L.L.C.

AVENUES MOTORS, LTD.

BFP MOTORS L.L.C.

CFP MOTORS L.L.C.

CH MOTORS L.L.C.

CHO PARTNERSHIP, LTD.

CN MOTORS L.L.C.

COGGIN CARS L.L.C.    

COGGIN CHEVROLET L.L.C.

CROWN CHH L.L.C.

CROWN FDO L.L.C.

CROWN GAC L.L.C.

CROWN GBM L.L.C.

CROWN GDO L.L.C.

CROWN GHO L.L.C.

CROWN GNI L.L.C.

CROWN GVO L.L.C.

CROWN MOTORCAR COMPANY L.L.C.

CROWN PBM L.L.C.

CROWN RIA L.L.C.

CROWN RIB L.L.C.

CROWN SNI L.L.C.

CSA IMPORTS L.L.C.

ESCUDE-NN L.L.C.

ESCUDE-NS L.L.C.

ESCUDE-T L.L.C.

HFP MOTORS L.L.C.

KP MOTORS L.L.C.

MCDAVID AUSTIN-ACRA, L.L.C.

MCDAVID FRISCO-HON, L.L.C.

MCDAVID HOUSTON-NISS, L.L.C.

MCDAVID IRVING-HON, L.L.C.

MCDAVID PLANO-ACRA, L.L.C.

NP MZD L.L.C.

NP VKW L.L.C.

By: /s/Matthew Pettoni                    

Typed Name:    Matthew Pettoni

Typed Title:    Treasurer

Asbury Automotive Group, Inc.

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page


NEW VEHICLE BORROWERS, continued:

PRECISION INFINITI, INC.

PRECISION MOTORCARS, INC.

PRECISION NISSAN, INC.

PREMIER NSN L.L.C.

PREMIER PON L.L.C.

PRESTIGE BAY L.L.C.

PRESTIGE TOY L.L.C.

Q AUTOMOTIVE BRANDON FL, LLC

Q AUTOMOTIVE CUMMING GA, LLC

Q AUTOMOTIVE FT. MYERS FL, LLC

Q AUTOMOTIVE HOLIDAY FL, LLC

Q AUTOMOTIVE JACKSONVILLE FL, LLC

Q AUTOMOTIVE KENNESAW GA, LLC

Q AUTOMOTIVE ORLANDO FL, LLC

Q AUTOMOTIVE TAMPA FL, LLC

TAMPA HUND, L.P.

TAMPA KIA, L.P.

WTY MOTORS, L.P.

By: /s/Matthew Pettoni                    

Typed Name:    Matthew Pettoni

Typed Title:    Treasurer

ASBURY CO SUB, LLC

ASBURY CO CDJR, LLC

By: /s/David W. Hult                    

Typed Name:    David W. Hult

Typed Title:    President and Chief Executive Officer

Asbury Automotive Group, Inc.

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page


USED VEHICLE BORROWERS:

Asbury Automotive Group, Inc.

By: /s/Matthew Pettoni                    

Typed Name:    Matthew Pettoni

Typed Title:    Vice President and Treasurer

AF Motors, L.L.C.

Asbury AR Niss L.L.C.

Asbury Atlanta AC L.L.C.

Asbury Atlanta AU L.L.C.

Asbury Atlanta BM L.L.C.

Asbury Atlanta CHEV, LLC

Asbury Atlanta Ford, LLC

Asbury Atlanta Hon L.L.C.

Asbury Atlanta Hund L.L.C.

Asbury Atlanta Inf L.L.C.

Asbury Atlanta Infiniti L.L.C.

Asbury Atlanta K L.L.C.

Asbury Atlanta Lex L.L.C.

Asbury Atlanta Nis L.L.C.

Asbury Atlanta Nis II, LLC

Asbury Atlanta Toy L.L.C.

Asbury Atlanta Toy 2 L.L.C.

Asbury Atlanta VB L.L.C.

Asbury Automotive Brandon, L.P.

Asbury Automotive St. Louis, L.L.C.

ASBURY AUTOMOTIVE WEST, LLC

ASBURY CH MOTORS L.L.C.

Asbury Deland Hund, LLC

Asbury Ft. Worth Ford, LLC

Asbury Georgia TOY, LLC

Asbury IN CBG, LLC

Asbury IN CDJ, LLC

Asbury IN Chev, LLC

Asbury IN Ford, LLC

Asbury IN HON, LLC

Asbury IN TOY, LLC

By: /s/Matthew Pettoni                    

Typed Name:    Matthew Pettoni

Typed Title:    Treasurer

Asbury Automotive Group, Inc.

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page


used VEHICLE BORROWERS, continued:

Asbury Indy Chev, LLC

Asbury Jax AC, LLC

Asbury Jax Ford, LLC

Asbury Jax Hon L.L.C.

Asbury MS Chev L.L.C.

Asbury MS Gray-Daniels L.L.C.

Asbury SC JPV L.L.C.

Asbury SC LEX L.L.C.

Asbury SC TOY L.L.C.

Asbury St. Louis Lex L.L.C.

Asbury St. Louis LR L.L.C.

Asbury St. Louis M L.L.C.

Asbury-Deland Imports, L.L.C.

Avenues Motors, Ltd.

BFP Motors L.L.C.

CFP Motors L.L.C.

CH Motors L.L.C.

CHO PARTNERSHIP, LTD.

CN MOTORS L.L.C.

COGGIN CARS L.L.C.

COGGIN CHEVROLET L.L.C.

CROWN CHH L.L.C.

CROWN FDO L.L.C.

CROWN FFO L.L.C.

CROWN GAC L.L.C.

CROWN GBM L.L.C.

CROWN GDO L.L.C.

CROWN GHO L.L.C.

CROWN GNI L.L.C.

CROWN GVO L.L.C.

CROWN MOTORCAR COMPANY L.L.C.

CROWN PBM L.L.C.

CROWN RIA L.L.C.

CROWN RIB L.L.C.

CROWN SNI L.L.C.

CSA IMPORTS L.L.C.

ESCUDE-NN L.L.C.

ESCUDE-NS L.L.C.

ESCUDE-T L.L.C.

HFP MOTORS L.L.C.

KP MOTORS L.L.C.

By: /s/Matthew Pettoni                    

Typed Name:    Matthew Pettoni

Typed Title:    Treasurer

MCDAVID AUSTIN-ACRA, L.L.C.

Asbury Automotive Group, Inc.

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page


MCDAVID FRISCO-HON, L.L.C.

MCDAVID HOUSTON-NISS, L.L.C.

MCDAVID IRVING-HON, L.L.C.

MCDAVID PLANO-ACRA, L.L.C.

NP FLM L.L.C.

NP MZD L.L.C.

NP VKW L.L.C.

PLANO LINCOLN-MERCURY, INC.

PRECISION INFINITI, INC.

PRECISION MOTORCARS, INC.

PRECISION NISSAN, INC.

PREMIER NSN L.L.C.

PREMIER PON L.L.C.

PRESTIGE BAY L.L.C.

PRESTIGE TOY L.L.C.

Q AUTOMOTIVE BRANDON FL, LLC

Q AUTOMOTIVE CUMMING GA, LLC

Q AUTOMOTIVE FT. MYERS FL, LLC

Q AUTOMOTIVE HOLIDAY FL, LLC

Q AUTOMOTIVE JACKSONVILLE FL, LLC

Q AUTOMOTIVE KENNESAW GA, LLC

Q AUTOMOTIVE ORLANDO FL, LLC

Q AUTOMOTIVE TAMPA FL, LLC

TAMPA HUND, L.P.

TAMPA KIA, L.P.

WTY MOTORS, L.P.

By: /s/Matthew Pettoni                    

Typed Name:    Matthew Pettoni        

Typed Title:    Treasurer

ASBURY CO SUB, LLC

ASBURY CO CDJR, LLC

By: /s/David W. Hult                    

Typed Name:    David W. Hult

Typed Title:    President and Chief Executive Officer

Asbury Automotive Group, Inc.

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page


GUARANTORS:

Asbury Automotive Group, Inc.

By: /s/Matthew Pettoni                    

Typed Name:    Matthew Pettoni

Typed Title:    Vice President and Treasurer


SUBISIDIARY GUARANTORS:

AF MOTORS, L.L.C.

ANL, L.P.

ARKANSAS AUTOMOTIVE SERVICES, L.L.C.

ASBURY AR NISS L.L.C.

ASBURY ATLANTA AC L.L.C.

ASBURY ATLANTA AU L.L.C.

ASBURY ATLANTA BM L.L.C.

ASBURY ATLANTA CHEV, LLC

ASBURY ATLANTA CHEVROLET L.L.C.

ASBURY ATLANTA FORD, LLC

ASBURY ATLANTA HON L.L.C.

ASBURY ATLANTA HUND L.L.C.

ASBURY ATLANTA INF L.L.C.

ASBURY ATLANTA INFINITI L.L.C.

ASBURY ATLANTA JAGUAR L.L.C.

ASBURY ATLANTA K L.L.C.

ASBURY ATLANTA LEX L.L.C.

ASBURY ATLANTA NIS II, LLC

ASBURY ATLANTA NIS L.L.C.

ASBURY ATLANTA TOY 2 L.L.C.

ASBURY ATLANTA TOY L.L.C.

ASBURY ATLANTA VB L.L.C.

ASBURY ATLANTA VL L.L.C.

ASBURY AUTOMOTIVE ARKANSAS DEALERSHIP HOLDINGS L.L.C.

ASBURY AUTOMOTIVE ARKANSAS L.L.C.

ASBURY AUTOMOTIVE ATLANTA II L.L.C.

ASBURY AUTOMOTIVE ATLANTA L.L.C.

ASBURY AUTOMOTIVE BRANDON, L.P.

ASBURY AUTOMOTIVE CENTRAL FLORIDA, L.L.C.

ASBURY AUTOMOTIVE DELAND, L.L.C.

ASBURY AUTOMOTIVE FRESNO L.L.C.

ASBURY AUTOMOTIVE GROUP L.L.C.

ASBURY AUTOMOTIVE JACKSONVILLE GP L.L.C.

ASBURY AUTOMOTIVE JACKSONVILLE, L.P.

ASBURY AUTOMOTIVE MANAGEMENT L.L.C.

ASBURY AUTOMOTIVE MISSISSIPPI L.L.C.

ASBURY AUTOMOTIVE NORTH CAROLINA DEALERSHIP HOLDINGS L.L.C.

ASBURY AUTOMOTIVE NORTH CAROLINA L.L.C.

By: /s/Matthew Pettoni                    

Typed Name:    Matthew Pettoni

Typed Title:    Treasurer


SUBISIDIARY GUARANTORS, continued:

ASBURY AUTOMOTIVE NORTH CAROLINA MANAGEMENT L.L.C.

ASBURY AUTOMOTIVE NORTH CAROLINA REAL ESTATE HOLDINGS L.L.C.

ASBURY AUTOMOTIVE OREGON L.L.C.

ASBURY AUTOMOTIVE SOUTHERN CALIFORNIA L.L.C.

ASBURY AUTOMOTIVE ST. LOUIS II L.L.C.

ASBURY AUTOMOTIVE ST. LOUIS, L.L.C.

ASBURY AUTOMOTIVE TAMPA GP L.L.C.

ASBURY AUTOMOTIVE TAMPA, L.P.

ASBURY AUTOMOTIVE TEXAS L.L.C.

ASBURY AUTOMOTIVE TEXAS REAL ESTATE HOLDINGS L.L.C.

ASBURY AUTOMOTIVE WEST, LLC

ASBURY CH MOTORS L.L.C.

ASBURY DELAND HUND, LLC

ASBURY DELAND IMPORTS 2, L.L.C.

ASBURY FRESNO IMPORTS L.L.C.

ASBURY FT. WORTH FORD, LLC

ASBURY GEORGIA TOY, LLC

ASBURY IN CBG, LLC

ASBURY IN CDJ, LLC

ASBURY IN CHEV, LLC

ASBURY IN FORD, LLC

ASBURY IN HON, LLC

ASBURY IN TOY, LLC

ASBURY INDY CHEV, LLC

ASBURY JAX AC, LLC

ASBURY JAX FORD, LLC

ASBURY JAX HOLDINGS, L.P.

ASBURY JAX HON L.L.C.

ASBURY JAX K L.L.C.

ASBURY JAX MANAGEMENT L.L.C.

ASBURY JAX VW L.L.C.

ASBURY MS CHEV L.L.C.

ASBURY MS GRAY-DANIELS L.L.C.

ASBURY NO CAL NISS L.L.C.

ASBURY SACRAMENTO IMPORTS L.L.C.

ASBURY SC JPV L.L.C.

ASBURY SC LEX L.L.C.

ASBURY SC TOY L.L.C.

By: /s/Matthew Pettoni                    

Typed Name:    Matthew Pettoni

Typed Title:    Treasurer


SUBISIDIARY GUARANTORS, continued:

ASBURY SO CAL DC L.L.C.

ASBURY SO CAL HON L.L.C.

ASBURY SO CAL NISS L.L.C.

ASBURY SOUTH CAROLINA REAL ESTATE HOLDINGS L.L.C.

ASBURY ST. LOUIS CADILLAC L.L.C.

ASBURY ST. LOUIS FSKR, L.L.C.

ASBURY ST. LOUIS LEX L.L.C.

ASBURY ST. LOUIS LR L.L.C.

ASBURY ST. LOUIS M L.L.C.

ASBURY TAMPA MANAGEMENT L.L.C.

ASBURY TEXAS D FSKR, L.L.C.

ASBURY TEXAS H FSKR, L.L.C.

ASBURY-DELAND IMPORTS, L.L.C.

ATLANTA REAL ESTATE HOLDINGS L.L.C.

AVENUES MOTORS, LTD.

BAYWAY FINANCIAL SERVICES, L.P.

BFP MOTORS L.L.C.

C & O PROPERTIES, LTD.

CAMCO FINANCE II L.L.C.

CFP MOTORS L.L.C.

CH MOTORS L.L.C.

CHO PARTNERSHIP, LTD.

CK CHEVROLET L.L.C.

CK MOTORS LLC

CN MOTORS L.L.C.

COGGIN AUTOMOTIVE CORP.

COGGIN CARS L.L.C.

COGGIN CHEVROLET L.L.C.

COGGIN MANAGEMENT, L.P.

CP-GMC MOTORS L.L.C.

CROWN ACURA/NISSAN, LLC

CROWN CHH L.L.C.

CROWN CHO L.L.C.

CROWN CHV L.L.C.

CROWN FDO L.L.C.

CROWN FFO HOLDINGS L.L.C.

CROWN FFO L.L.C.

CROWN GAC L.L.C.

CROWN GBM L.L.C.

CROWN GCA L.L.C.

CROWN GDO L.L.C.

CROWN GHO L.L.C.

By: /s/Matthew Pettoni                    

Typed Name:    Matthew Pettoni

Typed Title:    Treasurer


SUBISIDIARY GUARANTORS, continued:

CROWN GNI L.L.C.

CROWN GPG L.L.C.

CROWN GVO L.L.C.

CROWN HONDA, LLC

CROWN MOTORCAR COMPANY L.L.C.

CROWN PBM L.L.C.

CROWN RIA L.L.C.

CROWN RIB L.L.C.

CROWN SJC L.L.C.

CROWN SNI L.L.C.

CSA IMPORTS L.L.C.

ESCUDE-NN L.L.C.

ESCUDE-NS L.L.C.

ESCUDE-T L.L.C.

FLORIDA AUTOMOTIVE SERVICES L.L.C.

HFP MOTORS L.L.C.

JC DEALER SYSTEMS, LLC

KP MOTORS L.L.C.

MCDAVID AUSTIN-ACRA, L.L.C.

MCDAVID FRISCO-HON, L.L.C.

MCDAVID GRANDE, L.L.C.

MCDAVID HOUSTON-HON, L.L.C.

MCDAVID HOUSTON-NISS, L.L.C.

MCDAVID IRVING-HON, L.L.C.

MCDAVID OUTFITTERS, L.L.C.

MCDAVID PLANO-ACRA, L.L.C.

MID-ATLANTIC AUTOMOTIVE SERVICES, L.L.C.

MISSISSIPPI AUTOMOTIVE SERVICES, L.L.C.

MISSOURI AUTOMOTIVE SERVICES, L.L.C.

NP FLM L.L.C.

NP MZD L.L.C.

NP VKW L.L.C.

PLANO LINCOLN-MERCURY, INC.

PRECISION COMPUTER SERVICES, INC.

PRECISION ENTERPRISES TAMPA, INC.

PRECISION INFINITI, INC.

PRECISION MOTORCARS, INC.

PRECISION NISSAN, INC.

PREMIER NSN L.L.C.

PREMIER PON L.L.C.

PRESTIGE BAY L.L.C.

PRESTIGE TOY L.L.C.

By: /s/Matthew Pettoni                    

Typed Name:    Matthew Pettoni

Typed Title:    Treasurer


SUBISIDIARY GUARANTORS, continued:

Q AUTOMOTIVE BRANDON FL, LLC

Q AUTOMOTIVE CUMMING GA, LLC

Q AUTOMOTIVE FT. MYERS FL, LLC

Q AUTOMOTIVE GROUP L.L.C.

Q AUTOMOTIVE HOLIDAY FL, LLC

Q AUTOMOTIVE JACKSONVILLE FL, LLC

Q AUTOMOTIVE KENNESAW GA, LLC

Q AUTOMOTIVE ORLANDO FL, LLC

Q AUTOMOTIVE TAMPA FL, LLC

SOUTHERN ATLANTIC AUTOMOTIVE SERVICES, L.L.C.

TAMPA HUND, L.P.

TAMPA KIA, L.P.

TAMPA LM, L.P.

TAMPA MIT, L.P.

TEXAS AUTOMOTIVE SERVICES, L.L.C.

THOMASON AUTO CREDIT NORTHWEST, INC.

THOMASON DAM L.L.C.

THOMASON FRD L.L.C.

THOMASON HUND L.L.C.

THOMASON PONTIAC-GMC L.L.C.

WMZ MOTORS, L.P.

WTY MOTORS, L.P.

By: /s/Matthew Pettoni                    

Typed Name:    Matthew Pettoni    

Typed Title:    Treasurer

ASBURY CO SUB, LLC

ASBURY CO CDJR, LLC

By: /s/David W. Hult                    

Typed Name:    David W. Hult

Typed Title:    President and Chief Executive Officer


BANK OF AMERICA, N.A.,

as Administrative Agent

By:/s/Linda Lov                    

Typed Name: Linda Lov                

Typed Title: Assistant Vice President            

BANK OF AMERICA, N.A.,

as a Lender, an L/C Issuer, Revolving Swing Line Lender, New Vehicle Swing Line Lender and Used Vehicle Swing Line Lender

By:/s/David T. Smith                    

Typed Name: /s/David T. Smith                

Typed Title: Senior Vice President            


JPMORGAN CHASE BANK, N.A.,

as a Lender

By:/s/ Adam Sigman                    

Typed Name: Adam Sigman                

Typed Title: Executive Director                


WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/Chad McNeill                    

Typed Name: Chad McNeill                

Typed Title: Senior Vice-President            


TOYOTA MOTOR CREDIT CORPORATION,

as a Lender

By: /s/Wade Osborne                    

Typed Name: Wade Osborne                

Typed Title: National Account Manager            


AMERICAN HONDA FINANCE CORPORATION,

as a Lender

By:                            

Typed Name:                        

Typed Title:                        


MERCEDES-BENZ FINANCIAL SERVICES USA LLC,

as a Lender

By: /s/Michele Nowak                    

Typed Name: Michele Nowak                

Typed Title: Credit Director, National Accounts        


TRUIST BANK,

as a Lender

By: /s/Jonathan Hart                    

Typed Name: Jonathan Hart                

Typed Title: Vice President                


U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /s/Katherine Taylor                    

Typed Name: Katherine Taylor                

Typed Title: Vice President                


BMW FINANCIAL SERVICES NA, LLC,

as a Lender

By: /s/Alexander Calcasola                

Typed Name: Alexander Calcasola            

Typed Title: Credit Manager                

By: /s/Aaron Grener                    

Typed Name: Aaron Grener: Deputy for Tom Rumfola    

Typed Title: Credit Manager                


MASS MUTUAL ASSET FINANCE LLC,

as a Lender

By: /s/Don Buttler                    

Typed Name: /s/Don Buttler                

Typed Title: SVP                    


NISSAN MOTOR ACCEPTANCE CORPORATION,

as a Lender

By:                            

Typed Name:                        

Typed Title:                        


SANTANDER BANK, N.A.,

as a Lender

By:                            

Typed Name:                        

Typed Title:                        

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David W. Hult, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Asbury Automotive Group, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ David W. Hult
David W. Hult
Chief Executive Officer
November 3, 2020

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Patrick J. Guido, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Asbury Automotive Group, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Patrick J. Guido
Patrick J. Guido
Chief Financial Officer
November 3, 2020

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    In connection with the Quarterly Report of Asbury Automotive Group, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David W. Hult, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David W. Hult
David W. Hult
Chief Executive Officer
November 3, 2020

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    In connection with the Quarterly Report of Asbury Automotive Group, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Patrick J. Guido, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Patrick J. Guido
Patrick J. Guido
Chief Financial Officer
November 3, 2020



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