EX-10.27 8 a2073085zex-10_27.txt EXHIBIT 10.27 EXHIBIT 10.27 FORM OF TRANSFER AND EXCHANGE AGREEMENT Among ASBURY AUTOMOTIVE HOLDINGS L.L.C., THE DEALERS LISTED ON SCHEDULE I THE MANAGERS LISTED ON SCHEDULE II And ASBURY AUTOMOTIVE GROUP, INC. -------------------- Dated as of March 1, 2002 -------------------- TABLE OF CONTENTS
PAGE ----- ARTICLE I DEFINITIONS AND USAGE SECTION 1.01. Defined Terms.............................................................................2 SECTION 1.02. Other Definition Provisions...............................................................3 ARTICLE II TRANSFER AND EXCHANGE SECTION 2.01. The First Transfer and Exchange...........................................................4 SECTION 2.02. The Second Transfer and Exchange..........................................................4 SECTION 2.03. Valuation of the Transfer and Exchange....................................................5 ARTICLE III REPRESENTATIONS AND WARRANTIES SECTION 3.01. Representations and Warranties of the Dealers ..............................................................6 SECTION 3.02. Representations and Warranties of the Managers .............................................................6 SECTION 3.03. Representations and Warranties of AAH.....................................................6 SECTION 3.04 Acknowledgment.........................................................................6 ARTICLE IV COVENANTS SECTION 4.01. Further Assurances .......................................................................7 SECTION 4.02. Transfer Taxes ...........................................................................7 SECTION 4.03. Liens.....................................................................................7 SECTION 4.04. Indemnification...........................................................................7 ARTICLE V AMENDMENT AND WAIVER SECTION 5.01. Amendment and Waiver .....................................................................7 ARTICLE VI GENERAL PROVISIONS SECTION 6.01. Assignment................................................................................7 SECTION 6.02. No Third-Party Beneficiaries..............................................................7 SECTION 6.03. Expenses..................................................................................7 SECTION 6.04. Notices...................................................................................8 SECTION 6.05. Counterparts..............................................................................8 SECTION 6.06. Entire Agreement..........................................................................9 SECTION 6.07. Severability..............................................................................9 SECTION 6.08. Submission to Jurisdiction................................................................9 SECTION 6.09. Governing Law.............................................................................9
FORM OF TRANSFER AND EXCHANGE AGREEMENT dated as of March 1, 2002 (this "AGREEMENT"), by and among Asbury Automotive Group, Inc., a Delaware corporation (the "COMPANY"), Asbury Automotive Holdings L.L.C., a Delaware limited liability company ("AAH") and the individuals and entities listed under the column captioned "Dealers" on Schedule I (the "DEALERS"), and the individuals and entities listed under the column captioned "Managers" on Schedule II (the "MANAGERS"). WHEREAS, pursuant to Article VIII of the AAG LLC Agreement, AAH has the right to cause the formation of the Company and the transactions contemplated hereby in anticipation of an IPO; WHEREAS, (i) in connection with the IPO, at the Effective Time, the Members (as defined below) desire to transfer and cause to be transferred to the Company, the portion of their respective Interests in AAG set forth on Schedule III (the "FIRST TRANSFERRED INTERESTS"); (ii) the Company desires to accept from the Members the First Transferred Interests in exchange for shares of common stock, par value $0.01 per share, of the Company (the "COMPANY SHARES"), in the respective amounts set forth on Schedule III, and (iii) immediately thereafter, the Company desires to contribute the First Transferred Interests to AAGH (as defined below), in each case subject to the terms and conditions set forth in this Agreement; WHEREAS, (i) in connection with the IPO, immediately after the First Transferred Interests are exchanged for Company Shares and contributed to AAGH, the Members desire to transfer and cause to be transferred to the Company all of their remaining respective Interests in AAG as set forth on Schedule IV (the "SECOND TRANSFERRED INTERESTS"; and the First Transferred Interests and the Second Transferred Interests being collectively referred to as the "TRANSFERRED INTERESTS") and (ii) the Company desires to accept from the Members the Second Transferred Interests in exchange for Company Shares, in the respective amounts set forth on Schedule IV, in each case subject to the terms and conditions set forth in this Agreement; WHEREAS, concurrently with the execution of this Agreement, the Members have entered into the Shareholders Agreement; WHEREAS, concurrently with the execution of this Agreement, the Members, the Company and AAGH shall enter into the Fourth Amended and Restated Limited Liability Company Agreement dated as of the date hereof, of AAG (the "NEW AAG LLC AGREEMENT"), pursuant to which, among others (i) the Company and AAGH shall be admitted as members of AAG and (ii) AAH, the Dealers and the Managers shall withdraw as members of AAG; WHEREAS, pursuant to Section 8.05 of the AAG LLC Agreement, AAH holds a power of attorney and irrevocable proxy from each of the other Members to enter into this Agreement, the New AAG LLC Agreement and the Shareholders Agreement on their behalf; and WHEREAS, the transfer of the First Transferred Interests and the Second Transferred Interests is intended to qualify as a transfer under Section 351 of the Internal Revenue Code of 1986, as amended. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth, intending to be legally bound, the parties hereby agree as follows: ARTICLE I DEFINITIONS AND USAGE SECTION 1.01. DEFINED TERMS. The following terms as used in this Agreement shall have the following meanings: "AAG" means Asbury Automotive Group L.L.C., a Delaware limited liability company. "AAGH" means Asbury Automotive Group Holdings Inc., a Delaware corporation and a wholly owned subsidiary of the Company. "AAG LLC AGREEMENT" means the Third Amended and Restated Limited Liability Company Agreement, dated as of February 1, 2000, of AAG, as amended on or prior to the date hereof. "AGREEMENT" means this Agreement, as amended or supplemented from time to time. 3 "CARRIED INTEREST" has the meaning assigned to such term in the AAG LLC Agreement. "COMPANY" has the meaning set forth in the preamble to this Agreement. "COMPANY SHARES" has the meaning set forth in the second recital to this Agreement. "CUSTODY AGREEMENTS" means the three agreements, each dated as of March 5, 2002, among each Selling Shareholder and Ian K. Snow and Tony W. Lee. "DEALERS" has the meaning set forth in the preamble to this Agreement. "EFFECTIVE TIME" means one hour prior to the time at which the IPO is consummated. "FIRST TRANSFERRED INTERESTS" has the meaning set forth in the second recital to this Agreement. "GS" means Goldman, Sachs & Co. "INTERESTS" has the meaning assigned to such term in the AAG LLC Agreement. "IPO" has the meaning assigned to such term in the AAG LLC Agreement. "MEMBER" has the meaning set forth in the AAG LLC Agreement and includes AAH, the Dealers and the Managers. "PERCENTAGE INTEREST" shall have the meaning assigned to such term in the AAG LLC Agreement. "SECOND TRANSFERRED INTERESTS" has the meaning set forth in the third recital to this Agreement. "SECURITIES ACT" means the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. "SELLING SHAREHOLDERS", AND EACH INDIVIDUALLY, A "SELLING SHAREHOLDER" means CNC Automotive, L.L.C., , a Delaware limited liability company, Mr. C.V. Nalley III and Mr. Luther Coggin. 4 "SHAREHOLDERS AGREEMENT" means the Shareholders Agreement, dated as of the date hereof, among the Company and the Members. "TRANSFER AND EXCHANGE AGREEMENT" means the Transfer and Exchange Agreement, dated as of February 1, 2000, among AAH, Asbury Automotive Oregon L.L.C., a Delaware limited liability company and the persons listed on schedules I and II thereto, as amended on or prior to the date hereof. "TRANSFERRED INTERESTS" has the meaning set forth in the third recital to this Agreement. SECTION 1.02. OTHER DEFINITION PROVISIONS. Wherever required by the context of this Agreement, the singular shall include the plural, and vice versa, and the masculine gender shall include the feminine and neuter genders, and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. When used herein, the words "including", "includes", "included" and "include" are deemed to be followed by the words "without limitation". ARTICLE II TRANSFER AND EXCHANGE SECTION 2.01. THE FIRST TRANSFER AND EXCHANGE. Upon the terms and subject to the conditions set forth in this Agreement, as of the Effective Time, (a) each of the Members hereby assigns, transfers and delivers to the Company all right, title and interest in, to and under all of the First Transferred Interests owned by it, and the Company hereby accepts such First Transferred Interests and issues Company Shares to each such Member in the respective amounts set forth on Schedule III in exchange therefor and (b) immediately thereafter, the Company shall contribute all such right, title and interest in the First Transferred Interests to AAGH (such transfer, exchange and contribution of interests being referred to as the "INITIAL TRANSFER AND EXCHANGE"). SECTION 2.02. THE SECOND TRANSFER AND EXCHANGE. 5 Upon the terms and subject to the conditions set forth in this Agreement, as of the time immediately following the Initial Transfer and Exchange, each of the Members hereby assigns, transfers and delivers to the Company all right, title and interest in, to and under all of the Second Transferred Interests owned by it, and the Company hereby accepts such Second Transferred Interests and issues Company Shares to each such Member in the respective amounts set forth on Schedule IV in exchange therefor (such transfer and exchange of interests being referred to as the "SECOND TRANSFER AND EXCHANGE"; and the Initial Transfer and Exchange and the Second Transfer and Exchange being collectively referred to as the "TRANSFER AND EXCHANGE"). No additional instruments of assignment or transfer shall be necessary or required to effect the Transfer and Exchange. SECTION 2.03. ALLOCATION OF COMPANY SHARES. The aggregate respective Percentage Interest and Carried Interest in AAG set forth for each Member on Schedules III and IV constitutes such Member's entire Interest in AAG as of the date hereof. The aggregate number of Company Shares allocated to each Member pursuant to Schedules III and IV reflects the number of Company Shares to which such Member is entitled pursuant to Section 8.02 of the AAG LLC Agreement in exchange for its entire Interest in AAG assuming, for purposes of the calculation required pursuant to Section 8.02(a) of the AAG LLC Agreement, that the price per Company Share in the IPO is $16.00. If and to the extent that the price per Company Share in the IPO is determined on the date of pricing of the IPO (the "ACTUAL PER SHARE PRICE") to be greater than or less than $16.00, the Company shall appropriately adjust the aggregate number of Company Shares allocated to each Member pursuant to Schedules III and IV so that, in light of the Actual Per Share Price, Schedules III and IV correctly reflect the amount of Company Shares each Member is entitled to pursuant to Section 8.02(a) of the AAG LLC Agreement (any such adjustment, an "ALLOCATION ADJUSTMENT"), and such adjusted Schedules III and IV shall constitute Schedules III and IV to this Agreement. Each of the Members hereby consents to be irrevocably bound by the amount of Company Shares allocated to it pursuant to Schedules III and IV attached hereto, or, in the event of an Allocation Adjustment, the adjusted Schedules III and IV, other than with respect to mathematical errors resulting from making the Allocation Adjustment, and agrees not to institute any legal or other proceedings seeking to adjust the amount of Company Shares 6 allocated to such Member. Each of the Members hereby agree that the aggregate cash amount distributable to the Atlanta Dealers (as defined in the AAG LLC Agreement) pursuant to Section 6.01(c)(iv)(A) of the AAG LLC Agreement shall be $4,201,974.00, and that following receipt of such amount the Atlanta Dealers shall have no further rights to any further cash or property distribution pursuant to such Section 6.01(c)(iv)(A). Promptly following the execution of this Agreement, the Company shall provide a copy of this Agreement (including Schedules III and IV), together with a written description of the transactions effected hereby, to each Member. SECTION 2.04. Tax Distributions. Notwithstanding the other provisions of this Agreement, each Member retains its rights to tax distributions under Section 6.01(c) of the AAG LLC Agreement attributable to all periods ending on or prior to the Effective Time, including AAG's taxable year ending at the Effective Time. ARTICLE III REPRESENTATIONS AND WARRANTIES SECTION 3.01. REPRESENTATIONS AND WARRANTIES OF THE DEALERS. Each Dealer, severally and not jointly, represents and warrants to the Company and each other Member, that such Dealer is the record and beneficial owner of the Transferred Interests that such Dealer is exchanging pursuant to this Agreement, and such Dealer has good and valid title to the Transferred Interests of such Dealer set forth on Schedules III and IV, free and clear of any liens, claims, encumbrances, security interests, options, charges and restrictions of any kind (a "Lien"), other than the Liens listed on Schedule V. SECTION 3.02. REPRESENTATIONS AND WARRANTIES OF THE MANAGERS. Each Manager, severally and not jointly, represents and warrants to the Company and each other Member, that such Manager is the record and beneficial owner of the Transferred Interests that such Manager is exchanging pursuant to this Agreement, and such Manager has good and valid title to the Transferred Interests of such Manager set forth on Schedules III and IV, free and clear of any Liens. SECTION 3.03. REPRESENTATIONS AND WARRANTIES OF AAH. AAH represents and warrants to the Company and each 7 other Member that AAH is the record and beneficial owner of the Transferred Interests that AAH is exchanging pursuant to this Agreement, and AAH has good and valid title to the Transferred Interests of AAH set forth on Schedules III and IV, free and clear of any Liens, other than the Liens listed on Schedule V. SECTION 3.04. ACKNOWLEDGMENT. (a) Each Member, severally and not jointly, hereby acknowledges and agrees that the representations and warranties contained in Article IV of the Transfer and Exchange Agreement or any other instrument pursuant to which it acquired its Interest in AAG shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and shall remain in full force and effect. (b) It is hereby acknowledged that the Company will issue 3,200,000 shares on behalf of the Selling Shareholders to the Custodian (as defined in the Custody Agreements), to be delivered to GS in connection with the IPO on behalf of the Selling Shareholders and in accordance with such Custody Agreements. ARTICLE IV COVENANTS SECTION 4.01. FURTHER ASSURANCES. The Company and each Member shall, for no further consideration, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as AAH may deem necessary or appropriate to consummate the transactions contemplated by this Agreement on the terms and conditions set forth herein and in Article VIII of the AAG LLC Agreement. SECTION 4.02. TRANSFER TAXES. The Company and each other Member shall pay their own respective transfer, recording, sales, ad valorem or similar taxes arising in connection with the transfer to the Company of the Transferred Interests. SECTION 4.03. LIENS. Each Member whose Transferred Interest is subject to any Lien, whether or not disclosed to the Company, at the Effective Time shall cause 8 such Lien to be removed promptly following the Effective Time. SECTION 4.04. INDEMNIFICATION. The Company hereby expressly assumes all of the obligations of AAG under Article XI of the AAG LLC Agreement and Section 5.07 of the Transfer and Exchange Agreement. ARTICLE V AMENDMENT AND WAIVER SECTION 5.01. AMENDMENT AND WAIVER. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. ARTICLE VI GENERAL PROVISIONS SECTION 6.01. ASSIGNMENT. No party to this Agreement may assign this Agreement or any of its rights, powers, duties or obligations hereunder without the prior written consent of the other parties. SECTION 6.02. NO THIRD-PARTY BENEFICIARIES. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such successors and assigns, any legal or equitable rights hereunder. SECTION 6.03. EXPENSES. If the transactions contemplated hereby are consummated, then except as otherwise specifically provided in this Agreement, each party hereto shall pay their own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby. 9 SECTION 6.04. NOTICES. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified or express mail or reputable overnight courier service and shall be deemed given when received, as follows: (i) if to the Company, 3 Landmark Square Suite 500 Stamford, Connecticut 06901 Attention: President with a copy to: Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, NY 10019 Attention: William B. Brannan Thomas E. Dunn (ii) if to AAH, Ripplewood Holdings One Rockefeller Plaza 32nd Floor New York, NY 10020 (iii) if to the Dealers, To the addresses for the Dealers set forth in Schedule II to the AAG LLC Agreement (iv) if to the Managers, To the addresses for the Managers set forth in Schedule II to the AAG LLC Agreement. SECTION 6.05. COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been 10 signed by each of the parties and delivered to the other parties. SECTION 6.06. ENTIRE AGREEMENT. This Agreement, together with the Transfer and Exchange Agreement, the AAG LLC Agreement, the New AAG LLC Agreement and the Shareholders Agreement, contain the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all other agreements and understandings relating to such subject matter. No party shall be liable or bound to any other party in any manner by any representations, warranties or covenants relating to such subject matter except as specifically set forth herein or in the Transfer and Exchange Agreement, the AAG LLC Agreement, the New AAG LLC Agreement or the Shareholders Agreement. SECTION 6.07. SEVERABILITY. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. SECTION 6.08. SUBMISSION TO JURISDICTION. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT IN THE SUPERIOR COURT OR THE COURT OF CHANCERY OF THE STATE OF DELAWARE, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, THE SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND EACH OF AAH, THE COMPANY, EACH DEALER AND EACH MANAGER HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS. IN ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING, EACH OF AAH, THE COMPANY, EACH DEALER AND EACH MANAGER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO IT AT ITS ADDRESS SET FORTH ABOVE. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF AAH, THE COMPANY, EACH DEALER AND EACH MANAGER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN ANY SUCH COURT AND 11 HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. SECTION 6.09. GOVERNING LAW. THIS AGREEMENT AND ALL ACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES). 12 IN WITNESS WHEREOF, each party hereto has executed and delivered this Agreement, or caused this Agreement to be executed and delivered by its officer thereunto duly authorized, in each case as of the day and year first above written. ASBURY AUTOMOTIVE HOLDINGS L.L.C., by: ---------------------------------- Name: Title: ASBURY AUTOMOTIVE GROUP, INC., by: ---------------------------------- Name: Title: NALLEY MANAGEMENT SERVICES, INC. by: ---------------------------------- Name: Title: NALLEY CHEVROLET, INC. by: ---------------------------------- Name: Title: 13 SPECTRUM SOUND & ACCESSORIES, INC. by: ---------------------------------- Name: Title: NALLEY MARIETTA AUTOMOBILES, INC. by: ---------------------------------- Name: Title: NALLEY LUXURY IMPORTS, INC. by: ---------------------------------- Name: Title: NALLEY ATLANTA IMPORTS, INC. by: ---------------------------------- Name: Title: SPECTRUM LEASING, INC. by: ---------------------------------- Name: Title: 14 THOMAS F. MCLARTY III by: ---------------------------------- Name: Title: MARK C. MCLARTY by: ---------------------------------- Name: Title: THE FRANKLIN H. MCLARTY IRREVOCABLE TRUST by: ---------------------------------- Name: Title: THE CALDWELL FAMILY LIMITED PARTNERSHIP by: ---------------------------------- Name: Title: RIVER RIDGE INVESTMENTS, LLC by: ---------------------------------- Name: Title: 15 THE LAURA M. HUMPHRIES IRREVOCABLE TRUST by: ---------------------------------- Name: Title: THE MATTHEW B. HUMPHRIES IRREVOCABLE TRUST by: ---------------------------------- Name: Title: ROB FERON by: ---------------------------------- Name: Title: TODD SHORES by: ---------------------------------- Name: Title: PHILLIP H. MAYFIELD by: ---------------------------------- Name: Title: 16 LUTHER COGGIN by: ---------------------------------- Name: Title: TRACYE C. HAWKINS 1999 ATT TRUST by: ---------------------------------- Name: Title: CHRISTY C. HAYDEN 1999 ATT TRUST by: ---------------------------------- Name: Title: CINDY S. COGGIN 1999 ATT TRUST by: ---------------------------------- Name: Title: RICHARD A. CARACELLO by: ---------------------------------- Name: Title: 17 KEVIN DELANEY by: ---------------------------------- Name: Title: MITCHELL W. LEGLER AND HARRIETTE D. LEGLER, TENANTS BY THE ENTIRETIES by: ---------------------------------- Name: Title: LINDA L. MARLETTE by: ---------------------------------- Name: Title: CHARLES L. MCINTOSH by: ---------------------------------- Name: Title: NANCY D. NOBLE by: ---------------------------------- Name: Title: 18 THOMAS G. ROETS, JR. by: ---------------------------------- Name: Title: JOHN M. ROOKS by: ---------------------------------- Name: Title: TODD F. SETH by: ---------------------------------- Name: Title: CHARLIE (C.B.) TOMM AND ANITA DESAUSSURE TOMM, TENANTS BY THE ENTIRETIES by: ---------------------------------- Name: Title: STEPHEN M. SILVERIO by: ---------------------------------- Name: Title: 19 CNC AUTOMOTIVE, LLC by: ---------------------------------- Name: Title: DEALER GROUP by: ---------------------------------- Name: Title: JOHN R. CAPPS by: ---------------------------------- Name: Title: J.I.W. ENTERPRISES, INC. by: ---------------------------------- Name: Title: DMCD AUTOS IRVING, INC. by: ---------------------------------- Name: Title: 20 DMCD AUTOS HOUSTON, INC. by: ---------------------------------- Name: Title: JAMES TORDA by: ---------------------------------- Name: Title: DAVE WEGNER by: ---------------------------------- Name: Title: CHILDS & ASSOCIATES INC. by: ---------------------------------- Name: Title: BUDDY HUTCHINSON CARS, INC. by: ---------------------------------- Name: Title: 21 JEFF KING by: ---------------------------------- Name: Title: ROBERT E. GRAY by: ---------------------------------- Name: Title: NOEL DANIELS by: ---------------------------------- Name: Title: STEVEN INZINNA by: ---------------------------------- Name: Title: JOSEPH UMBRIANO by: ---------------------------------- Name: Title: 22 PAULA TABAR by: ---------------------------------- Name: Title: GIBSON FAMILY PARTNERSHIP, L.P. by: ---------------------------------- Name: Title: ROBERT DENNIS by: ---------------------------------- Name: Title: THOMAS F. GILMAN by: ---------------------------------- Name: Title: THOMAS G. MCCOLLUM by: ---------------------------------- Name: Title: 23 AND EACH OTHER MEMBER OF THE COMPANY by: ASBURY AUTOMOTIVE HOLDINGS L.L.C., as attorney-in-fact for the other Members pursuant to the Powers of Attorney granted pursuant to Section 8.05 of the AAG LLC Agreement. by: -------------------------- Name: Title: SCHEDULE I THE DEALERS 1. Nalley Management Services, Inc. 2. Nalley Chevrolet, Inc. 3. Spectrum Sound & Accessories, Inc. 4. Nalley Marietta Automobiles, Inc. 5. Nalley Luxury Imports, Inc. 6. Nalley Atlanta Imports, Inc. 7. Spectrum Leasing, Inc. 8. Thomas F. McLarty III 9. Mark C. McLarty 10. The Franklin H. McLarty Irrevocable Trust 11. The Caldwell Family Limited Partnership 12. River Ridge Investments, LLC 13. The L. M. Humphries Irrevocable Trust 14. The M. B. Humphries Irrevocable Trust 15. Rob Feron 16. Todd Shores 17. Phillip H. Mayfield 18. Luther Coggin 19. Tracye C. Hawkins 1999 Att Trust 20. Christy C. Hayden 1999 Att Trust 21. Cindy S. Coggin 1999 Att Trust 22. Richard A. Caracello 23. Kevin Delaney 24. Mitchell W. Legler and Harriette D. Legler, Tenants by the Entireties 25. Linda L. Marlette 26. Charles L. McIntosh 27. Nancy D. Noble 28. Thomas G. Roets, Jr. 29. John M. Rooks 30. Todd F. Seth 31. Charlie (C.B.) Tomm and Anita DeSaussure Tomm, Tenants by the Entireties 32. Stephen M. Silverio 33. CNC Automotive, LLC 34. Dealer Group LLC 35. John R. Capps 36. J.I.W. Enterprises, Inc. 37. DMCD Autos Irving, Inc. 38. DMCD Autos Houston, Inc. 39. James Torda 40. Dave Wegner 41. Childs & Associates Inc. 42. Buddy Hutchinson Cars, Inc. 43. Jeff King 44. Robert E. Gray 45. Noel Daniels 46. Steven Inzinna 47. Joseph Umbriano 48. Paula Tabar SCHEDULE II THE MANAGERS 1. Gibson Family Partnership, L.P. 2. Robert Dennis 3. Thomas F. Gilman 4. Thomas G. McCollum SCHEDULE III INTERESTS TRANSFERRED AND COMPANY SHARES RECEIVED IN CONNECTION WITH THE FIRST TRANSFER AND EXCHANGE
Company Interests Shares Transferred Received ----------- -------- 1. Asbury Automotive Holdings L.L.C. 5.9518% 1,755,790 I. DEALERS 1. Nalley Management Services, Inc. 0.0167% 4,930 2. Nalley Chevrolet, Inc. 0.4528% 133,588 3. Spectrum Sound & Accessories, Inc. 0.0334% 9,857 4. Nalley Marietta Automobiles, Inc. 0.0819% 24,155 5. Nalley Luxury Imports, Inc. 0.1521% 44,859 6. Nalley Atlanta Imports, Inc. 0.0368% 10,844 7. Spectrum Leasing, Inc. 0.0033% 987 8. Thomas F. McLarty III 0.1538% 45,380 9. Mark C. McLarty 0.0071% 2,108 10. The Franklin H. McLarty Irrevocable Trust 0.0039% 1,143 11. The Caldwell Family Limited Partnership 0.0209% 6,161 12. River Ridge Investments, LLC 0.0156% 4,606 13. The L. M. Humphries Irrevocable Trust 0.0012% 368 14. The M. B. Humphries Irrevocable Trust 0.0012% 368 15. Rob Feron 0.0023% 686 16. Todd Shores 0.0045% 1,339 17. Phillip H. Mayfield 0.0033% 971 18. Luther Coggin 0.5075% 149,704 19. Tracye C. Hawkins 1999 Att Trust 0.0123% 3,614 20. Christy C. Hayden 1999 Att Trust 0.0123% 3,614 21. Cindy S. Coggin 1999 Att Trust 0.0123% 3,614 22. Richard A. Caracello 0.0036% 1,059 23. Kevin Delaney 0.0066% 1,937 24. Mitchell W. Legler and Harriette D. Legler, Tenants by 0.0137% 4,027 the Entireties 25. Linda L. Marlette 0.0051% 1,501 26. Charles L. McIntosh 0.0059% 1,744 27. Nancy D. Noble 0.0139% 4,111 28. Thomas G. Roets, Jr. 0.0034% 1,007 29. John M. Rooks 0.0033% 969 30. Todd Seth 0.0068% 2,015 31. Charlie (C.B.) Tomm and Anita DeSaussure Tomm, Tenants by 0.0457% 13,489 the Entireties 32. Stephen M. Silverio 0.0066% 1,937 33. CNC Automotive, LLC 0.4736% 139,706 34. Dealer Group LLC 0.4651% 137,210 35. John R. Capps 0.1826% 53,877 36. J.I.W. Enterprises, Inc. 0.4738% 139,758 37. DMCD Autos Irving, Inc. 0.2560% 75,517 38. DMCD Autos Houston, Inc. 0.1086% 32,035 39. James Torda 0.0261% 7,687 40. Dave Wegner 0.0261% 7,687 41. Childs & Associates Inc. 0.0518% 15,293 42. Buddy Hutchinson Cars, Inc. 0.1368% 40,342 43. Jeff King 0.0020% 604 44. Robert E. Gray 0.1117% 32,956 45. Noel Daniels 0.0131% 3,877 46. Steven Inzinna 0.0066% 1,939 47. Joseph Umbriano 0.0030% 871 48. Paula Tabar 0.0098% 2,884 II. MANAGERS 1. Gibson Family Partnership, L.P. 0.0155% 4,586 2. Robert Dennis 0.0081% 2,394 3. Thomas F. Gilman 0.0131% 3,859 4. Thomas G. McCollum 0.0078% 2,315 CARRIED INTEREST TRANSFERRED AND COMPANY SHARES RECEIVED IN CONNECTION WITH THE FIRST TRANSFER AND EXCHANGE 1. Robert Dennis 0.0028% 816 2. Estate of Brian Kendrick 0.0044% 1,303 Total 10.0000% 2,950,000
SCHEDULE IV INTERESTS TRANSFERRED AND COMPANY SHARES RECEIVED IN CONNECTION WITH THE SECOND TRANSFER AND EXCHANGE
Company Interests Shares Transferred Received ----------- --------- 1. Asbury Automotive Holdings L.L.C. 53.5665% 15,802,110 I. DEALERS 1. Nalley Management Services, Inc. 0.1504% 44,371 2. Nalley Chevrolet, Inc. 4.0756% 1,202,292 3. Spectrum Sound & Accessories, Inc. 0.3007% 88,717 4. Nalley Marietta Automobiles, Inc. 0.7369% 217,392 5. Nalley Luxury Imports, Inc. 1.3686% 403,732 6. Nalley Atlanta Imports, Inc. 0.3308% 97,597 7. Spectrum Leasing, Inc. 0.0301% 8,879 8. Thomas F. McLarty III 1.3845% 408,420 9. Mark C. McLarty 0.0643% 18,971 10. The Franklin H. McLarty Irrevocable Trust 0.0349% 10,291 11. The Caldwell Family Limited Partnership 0.1880% 55,452 12. River Ridge Investments, LLC 0.1405% 41,458 13. The L. M. Humphries Irrevocable Trust 0.0112% 3,311 14. The M. B. Humphries Irrevocable Trust 0.0112% 3,311 15. Rob Feron 0.0209% 6,175 16. Todd Shores 0.0409% 12,051 17. Phillip H. Mayfield 0.0296% 8,740 18. Luther Coggin 4.5673% 1,347,339 19. Tracye C. Hawkins 1999 Att Trust 0.1103% 32,526 20. Christy C. Hayden 1999 Att Trust 0.1103% 32,526 21. Cindy S. Coggin 1999 Att Trust 0.1103% 32,526 22. Richard A. Caracello 0.0323% 9,532 23. Kevin Delaney 0.0591% 17,435 24. Mitchell W. Legler and Harriette D. Legler, Tenants by 0.1229% 36,242 the Entireties 25. Linda L. Marlette 0.0458% 13,507 26. Charles L. McIntosh 0.0532% 15,697 27. Nancy D. Noble 0.1254% 36,995 28. Thomas G. Roets, Jr. 0.0307% 9,067 29. John M. Rooks 0.0296% 8,718 30. Todd F. Seth 0.0615% 18,134 31. Charlie (C.B.) Tomm and Anita DeSaussure Tomm, Tenants by 0.4115% 121,403 the Entireties 32. Stephen M. Silverio 0.0591% 17,435 33. CNC Automotive, LLC, f/k/a Crown North Carolina, LLC 4.2622% 1,257,358 34. Dealer Group LLC 4.1861% 1,234,890 35. John R. Capps 1.6437% 484,897 36. J.I.W. Enterprises, Inc. 4.2638% 1,257,825 37. DMCD Autos Irving, Inc. 2.3039% 679,651 38. DMCD Autos Houston, Inc. 0.9773% 288,318 39. James Torda 0.2345% 69,179 40. Dave Wegner 0.2345% 69,179 41. Childs & Associates Inc. 0.4666% 137,639 42. Buddy Hutchinson Cars, Inc. 1.2308% 363,080 43. Jeff King 0.0184% 5,435 44. Robert E. Gray 1.0054% 296,607 45. Noel Daniels 0.1183% 34,895 46. Steven Inzinna 0.0591% 17,447 47. Joseph Umbriano 0.0266% 7,839 48. Paula Tabar 0.0880% 25,956 II. MANAGERS 1. Gibson Family Partnership, L.P. 0.1399% 41,273 2. Robert Dennis 0.0730% 21,542 3. Thomas F. Gilman 0.1177% 34,730 4. Thomas G. McCollum 0.0706% 20,838 CARRIED INTEREST TRANSFERRED AND COMPANY SHARES RECEIVED IN CONNECTION WITH THE SECOND TRANSFER AND EXCHANGE 1. Robert Dennis 0.0249% 7,340 2. Estate of Brian Kendrick 0.0397% 11,724 Total 90.0000% 26,550,000
SCHEDULE V LIENS JOHN CAPPS The Transferred Interests of John Capps may be subject to a pledge in form of Asbury Automotive Holdings L.L.C. (formerly known as Asbury Automotive Group L.L.C.). JAY TORDA The Transferred Interests of Jay Torda are restricted under a negative pledge agreement dated November 6, 1998 between NationsBank N.A. and Jay Torda. DAVE WEGNER The Transferred Interests of Dave Wegner are restricted under a negative pledge agreement dated November 6, 1998 between NationsBank N.A. and Dave Wegner. CHARLIE (C.B.) TOMM AND ANITA DESAUSSURE TOMM, TENANTS BY THE ENTIRETIES The Transferred Interests of Charlie (C.B.) Tomm and Anita DeSaussure Tomm, Tenants by the Entireties are subject to (i) a Put/Call Agreement entered into with Luther Coggin and (ii) a lien in favor of AmSouth Bank to secure a purchase of 5.78 acres of land on the intercoastal waterway in St. Johns County, Florida. KEVIN F. DELANY, TODD F. SETH AND STEVE SILVERIO The Transferred Interests of Kevin F. Delaney and Todd F. Seth are, and the Transferred Interest of Steve Silverio may be, subject to liens held by First Union National Bank of Florida.