EX-24.1 6 a2131358zex-24_1.htm EXHIBIT 24.1

Exhibit 24.1

 

 

POWER OF ATTORNEY

 

 

1.               BY THIS POWER OF ATTORNEY, the undersigned, in his or her capacity as director, manager, member or general partner, as applicable, of the entities listed on Schedule I hereto, or as a director, manager or member of any such general partner of any of the entities listed on Schedule I hereto, and in his or her capacity as president, vice president, secretary, principal executive officer, principal financial officer or controller or principal accounting officer, as applicable, of the entities listed on Schedule I hereto, hereby appoints Kenneth B. Gilman and J. Gordon Smith or any duly authorized designee of Asbury Automotive Group, Inc. (the “Company”), acting jointly or singly, to be its attorneys-in-fact (each, an “Attorney”) to do and execute any and all acts and things contemplated by the exchange offer of $200,000,000 aggregate principal amount of the Company’s 8% Senior Subordinated Notes due 2004 (the “Exchange Offer”), including, without limitation, to:

 

(i)            sign any Exchange Registration Statement, Shelf Registration Statement or registration statement on Form 8-A (together, the “Registration Statements”) to be filed with the Commission in connection with the Exchange Offer, and to sign any or all amendments to such Registration Statements, including pre-effective and post-effective amendments, and to file the same, with all exhibits thereto and other documents in connection therewith, including any registration statement filed pursuant to Rule 462(b) under the Securities Act, with the Commission and other appropriate governmental agencies;

 

(ii)           approve, complete, execute and deliver the Exchange Securities on his or her behalf; and

 

(iii)          approve, complete, execute and deliver on his or her behalf any other document the Attorney shall think necessary, desirable or convenient for the purposes of implementing the transactions contemplated by the Exchange Offer;

 

and generally to act in relation to the foregoing matters with full power to appoint a further attorney or attorneys (each a “Substitute”) to act in addition to or in substitution for the Attorney.

 

2.             The entities listed on Schedule I hereto hereby undertake to ratify everything which the Attorney and any Substitute shall do or purport to

 

 

do on behalf of such entity by virtue of these presents and will fully indemnify the Attorney and any Substitute against all losses, liabilities, costs, claims, actions, demands or expenses which he may incur or which may be made against him as a result of or in connection with anything lawfully done by virtue of these presents.

 

3.             Capitalized terms used but not defined herein which are defined in the Exchange and Registration Rights Agreement dated as of December 23, 2003, among Asbury Automotive Group, Inc., the Guarantors named therein and Goldman, Sachs & Co. and J. P. Morgan Securities, Inc. (the “Registration Rights Agreement”), shall have the meanings given to them in the Registration Rights Agreement.

 

4.             THIS POWER OF ATTORNEY shall be governed by and construed in accordance with New York law.

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Timothy C. Collins

 

 

Timothy C. Collins

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Thomas R. Gibson

 

 

Thomas R. Gibson

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 22nd day of March, 2004.

 

 

 

/s/ Ben David McDavid Sr.

 

 

Ben David McDavid Sr.

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ John M. Roth

 

 

John M. Roth

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Ian K. Snow

 

 

Ian K. Snow

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of March, 2004.

 

 

 

/s/ Thomas F. McLarty, III

 

 

Thomas F. McLarty, III

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Vernon E. Jordan

 

 

Vernon E. Jordan

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of March, 2004.

 

 

 

/s/ Philip F. Maritz

 

 

Philip F. Maritz

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 16th day of March, 2004.

 

 

 

/s/ Thomas C. Israel

 

 

Thomas C. Israel

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of March, 2004.

 

 

 

/s/ Jeffrey I. Wooley

 

 

Jeffrey I. Wooley

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Michael Durham

 

 

Michael Durham

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 18th day of March, 2004.

 

 

 

/s/ Hunter Johnson

 

 

Hunter Johnson

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 16th day of March, 2004.

 

 

 

/s/ Robert D. Frank

 

 

Robert D. Frank

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Thomas G. McCollum

 

 

Thomas G. McCollum

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Robert Baker

 

 

Robert Baker

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Kathleen Nolan

 

 

Kathleen Nolan

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Thomason Solomon

 

 

Thomason Solomon

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of March, 2004.

 

 

 

/s/ Charles R. Oglesby

 

 

Charles R. Oglesby

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of March, 2004.

 

 

 

/s/ Paul Hart

 

 

Paul Hart

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 16th day of March, 2004.

 

 

 

/s/ Todd Shores

 

 

Todd Shores

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 16th day of March, 2004.

 

 

 

/s/ Keith Synder

 

 

Keith Synder

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ John C. Stamm

 

 

John C. Stamm

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Paul Lambert

 

 

Paul Lambert

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ David Surguine

 

 

David Surguine

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Paul Buch

 

 

Paul Buch

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 11th day of March, 2004.

 

 

 

/s/ C.V. Nalley, III

 

 

C.V. Nalley, III

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Joseph E. Shine

 

 

Joseph E. Shine

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Daniel Herwaldt

 

 

Daniel Herwaldt

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Luther Coggin

 

 

Luther Coggin

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Charlie Tomm

 

 

Charlie Tomm

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Nancy D. Noble

 

 

Nancy D. Noble

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Robert E. Gray

 

 

Robert E. Gray

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Michael S. Kearney

 

 

Michael S. Kearney

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ J.L. Dagenhart

 

 

J.L. Dagenhart

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ William L. Childs

 

 

William L. Childs

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Steve Silverio

 

 

Steve Silverio

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Daniel Powell

 

 

Daniel Powell

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.

 

 

 

/s/ Martin Mindling

 

 

Martin Mindling

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 11th day of March, 2004.

 

 

 

/s/ John R. Capps

 

 

John R. Capps

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 11th day of March, 2004.

 

 

 

 

/s/ Gary Schulz

 

 

 

Gary Schulz

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of March, 2004.

 

 

 

/s/ Douglas M. Tew

 

 

Douglas M. Tew

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 11th day of March, 2004.

 

 

 

/s/ Michael Kane

 

 

Michael Kane

 

 

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 11th day of March, 2004.

 

 

 

/s/ Jay Torda

 

 

Jay Torda