8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 17, 2010

Asbury Automotive Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-31262	01-0609375
(Commission File Number)	(IRS Employer Identification No.)
2905 Premiere Parkway NW, Suite 300 Duluth, GA	30097
(Address of principal executive offices)	(Zip Code)

(770) 418-8200

(Registrant's telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communicatio ns pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), through its subsidiary Asbury Automotive Tampa, L.P., a Delaware limited partnership (“Asbury Tampa”), is currently party to two leases for two properties in Tampa, Florida which contain dealership lots and offices (the “Original Leases”), with Jeffrey I. Wooley, a member of the Company's Board of Directors (the “Board”). The Original Leases were executed by Asbury Tampa and Mr. Wooley in September 1998 and were scheduled to expire by their terms in September 2013.

On December 17, 2010, Asbury Tampa entered into a purchase agreement (the “Purchase Agreement”) with Mr. Wooley to purchase the premises on which the Company's Courtesy Hyundai, Courtesy Nissan and Courtesy Smart dealerships are located for an aggregate purchase price of approximately $16.8 million (the “Purchase Transaction”). The Purchase Agreement contains representations and warranties customary for arms-length transactions of this type. The Purchase Transaction, which is subject to customary closing conditions, is expected to close on or about December 30, 2010. As a result of the Purchase Transaction, the Company expects to realize annual rent savings of $1.8 million.

The foregoing description of the Pu rchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement filed with this Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Concurrently with, and as a contingency to, the closing of the Purchase Transaction, Asbury Tampa will enter into a lease for the property (the “Brandon Property”) on which the Company's Courtesy Toyota of Brandon dealership is located (the “Lease”, together with the Purchase Transaction being the “Wooley Transaction”). The term of the lease will commence the closing date of the Purchase Transaction and end on December 31, 2030 (the “Lease Term”), which Lease Term may renewed for two successive five year renewal periods. Pursuant to the terms of the Lease, the Company will pay an annual base rent of $1.28 million (the “Base Rent”), which Base Rent may increase after the 11^th year of the Lease Term by the lesser of the Consumer Price Index or 3%, depending on whether or not certain environmental remediation for the premises has been completed by Mr. Wooley. In addition, Mr. Wooley will reimburse the Company for certain costs incurred by the Company for environmental compliance and remediation on the Brandon Property in connection with any manufacturer required renovations that may be conducted by the Company during the Lease Term. Pursuant to the terms of the Lease, Mr. Wooley will grant Asbury Tampa a purchase option to purchase Brandon Property for a purchase price of $16 million (the “Brandon Property Purchase Price”) (i) at the 5^th year of the Lease Term, providing that the existing environmental conditions on the Brandon Property have been properly remediated by Mr. Wooley; or (ii) at any time after the 10^th year of the Lease Term. The Brandon Property Purchase Price may be adjusted, however, based on equivalent percentage increases in the Base Rent pursuant to the terms of the Lease.

The form of the Lease filed with this Form 8-K as Exhibit 10.2 has been substantially negotiated and is believed to be in essentially the form that will be executed. The foregoing description of the Lease is qualified in is entirety by reference to the full text of the form of Lease filed as Exhibit 10.2 and is incorporated herein by reference.

The Company has adopted a written policy with respect to related party transactions, which sets out the criteria for the review and approval of transactions between the Company and, among others, members of its Board (the “Related Person Transaction Policy”). Such criteria include, among other things, (i) whether the terms of the transaction are fair to the Company and are arms-length, (ii) in the case of a purchase of real estate, whether the purchase price is based o n an independent assessment of fair market value through an appraiser, and (iii) the significance of the transaction to the Company and the related person.

In connection with the review of the Wooley Transaction, the Board considered, among other things, (i) the fact that the Original Leases expire in 2013 and do not contain provisions providing for extensions, either automatically or at the Company's option, resulting in the Company not having any assurance as to the continued ability to operate these dealerships at locations that it believes are beneficial and in its best interests, (ii) the Company's long-term real estate strategy, which includes, among other things, a preference for owning its dealership real estate, (iii) the fact that the Company ex pects to realize annual rent savings of $1.8 million as a

result of the Purchase Transaction; (iv) certain independent appraisals of the value of such properties and the estimated costs associated with any required relocation and (v) the fact that the Wooley Transaction was negotiated on the Company's behalf by an independent member of its Board.

In accordance with the terms of the Related Person Transaction Policy, and after consideration of the foregoing, and other relevant factors, the Wooley Transaction was approved by the Board on November 23, 2010, with Mr. Wooley recusing himself from all deliberations.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
10.1	Agreement of Purchase and Sale between Asbury Automotive Tampa L.P. and Jeffrey I. Wooley, dated as of December 17, 2010
10.2	Form of Lease between Asbury Automotive Tampa L.P. and Jeffrey I. Wooley

SIGNATURE

Pursuant to the require ments of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASBURY AUTOMOTIVE GROUP, INC.
Date: December 17, 2010	By:	/s/ Craig T. Monaghan
	Name:	Craig T. Monaghan
	Title:	SVP & Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Agreement of Purchase and Sale between Asbury Automotive Tampa L.P. and Jeffrey I. Wooley, dated as of December 17, 2010
10.2	Form of Lease between Asbury Automotive Tampa L.P. and Jeffrey I. Wooley

EX-10.1

Exhibit 10.1

AGREEMENT OF PURCHASE AND SALE

(Hillsborough Avenue, Tampa, FL)

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”)is made and entered into by and between JEFFREY I. WOOLEY, an individual (“Seller”) and ASBURY AUTOMOTIVE TAMPA, L.P., a Delaware limited partnership (“Purchaser”), and is effective as of the Effective Date (as defined in Section 1.2 below)

R E C I T A L S:

A.Seller is the owner of the Property (as defined in Section 1.2 below).

B.Seller is leasing the propert y to Purchaser pursuant to the Existing Lease (as defined in Section 1.2 below).

C.Hyundai, Nissan and Smart dealerships are currently operated on the Property by affiliates of Purchaser pursuant to subleases with Purchaser.

D.Seller desires to sell the Property to Purchaser, an d Purchaser desires to purchase the Property from Seller, on and subject to the terms of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

ARTICLE 1     : RECITALS AND DEFINITIONS

1.1Recitals. The Recitals set out above are true and correct and are a part of this Agreement.

1.2Certain Definitions. When used in this Agreement, the following terms shall have the respective meanings set out below:

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Articles:	The numbered articles of this Agreement, such as this Article 1. All references in this Agreement to Articles shall, unless otherwise indicated, refer to the Articles within this Agreement.
Broker:	None.
Closing:	The consummation of the purchase and sale contemplated by this Agreement by the deliveries required by Article 9.
Closing Date:	December 30, 2010, or January 5, 2011, if such later date is elected by Seller by written notice to Purchaser given prior to December 24, 2010. The Closing Date is subject to extension as provided for in Section 7.3 (Extension of Closing Date) and in Section 8.3 (Adamo Drive Lease).
County:	Hillsborough County, Florida.
Effective Date:	The day that Agreement is executed by the last of Seller and Purchaser (including the initialing of any changes made after the execution by the first of Seller and Purchaser).
Existing Lease:	The First Amended and Restated Lease Agreement made and effective the 17th day of September 1998, as amended by First Amendment to First Amended and Restated Lease Agreement dated June 20, 2003, pursuant to which Purchaser is leasing the Property from Seller.
Improvements:	All buildings and all other improvements located upon the Land, together with all of the base building systems and fixtures related thereto (and all replacements or additions thereto between the Effective Date and the Closing Date).
Land:	Th e approximately 15.85 acres of land located south-west of the intersection of Hillsborough Avenue and Dale Mabry Highway in Hillsborough County, Florida and legally described on Exhibit A of this Agreement. Seller does not warrant the area of the Land.
Property:	The Land and the Improvements, together with all privileges, rights, easements, hereditaments, and appurtenances, including, but not limited to: (i) appurtenant easement, use, and development rights; (ii) all right, title and interest in and to any streets, alleys, passages and other rights-of-way included therein or adjacent thereto (before or after the vacation thereof); (iii) all shrubs, trees, plants and other landscaping on the Land; and (iv) all oil, gas, water and mineral rights owned by Seller.
Public Records:	The official public records of the County.
Purchase Price:	The consideration payable by Purchaser to Seller for the Property, as provided for in Article 2.
Section(s):	The numbered sections and subsections of this Agreement, such as this Section 1.1. All references herein to Sections shall, unless otherwise indicated, refer to the Sections within this Agreement.
Tangible Personal Property:	All fixtures, equipment and other tangible personal property, if any, belonging to Seller and situated on or in the Property; excluding, however, Seller's furniture, furnishings and personal effects located within Seller's Office, which Seller will continue to be entitled to occupy pursuant to the Executive Office Lease described in Secti on 5.3.
Title Insurer:	Old Republic National Title Insurance Company

ARTICLE 2     : PURCHASE AND SALE AND PURCHASE PRICE

2.1Purchase and Sale. Subject to the conditions and on the terms contained in this Agreement, on the Closing Date, Seller shall convey fee simple title to the Property to Purchaser (or a permitted assignee of Purchaser), subject only to the Permitted Title Exceptions (as defined in Article 3 below).

2.2Purchase Price. The Purchase Price is Sixteen Million Eight Hundred and Five Thousand

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Dollars ($16,805,000.00).

2.3Payment of Purchase Price. On the Closing Date, Purchaser shall pay the Purchase Price, as adjusted by the prorations and credits provided for by this Agreement, by cashier's check or wire transfer to the Title Insurer, as contemplated by Article 9.

ARTICLE 3     : TITLE AND SURVEY

3.1Title Commitment and Survey. Prior to the Effective Date, Purchaser has obtained a Title Commitment from the Title Insurer for issuance of an ALTA owner's title insurance policy insuring Purchaser's title tothe Property in the full amount of the Purchase Price (the “Title Commitment”) and a Survey of the Property (the “Survey”). A copy of the Title Commitment and the Survey have been provided to Seller.

< div style="line-height:120%;padding-left:0px;text-align:justify;text-indent:48px;font-size:12pt;">3.2Permitted Title Exceptions. Purchaser and Seller have agreed that the Property will be conveyed and accepted subject only to the title exceptions set out on Exhibit B (the “Permitted Title Exceptions”).

3.3Title Policy. Purchaser agrees to accept title to the Property at Closing subject to the Permitted Title Exceptions. It shall be a condition to Closing that Purchaser be able to obtain an unconditional commitment for the issuance of an ALTA owner's title insurance policy (the “Title Policy”) issued in accordance with the Title Commitment by the Title Insurer, insuring that Purchaser is vested with good and marketable fee simple title to the Property, subject to no exceptions except the Permitted Title Exceptions. Seller will deliver to the Title Insurer, at or prior to the Closing Date, such documentation as may be reasonably required by the Title Insurer to satisfy the requirements for the issuance of the Title Policy as they relate to the owner or seller of the Property.

3.4Transactions Affecting Property. From the Effective Date through the Closing, Seller shall not, without Purchaser's prior written consent, do, allow, or agree to do any of the following: (i) sell, encumber or grant any interest in or place or cause to be placed any restriction on the Property or any part thereof; (ii) waive, release or transfer any right or privilege appurtenant to the Propert y; (iii) take any action that would impair Purchaser's interest under this Agreement or in or to the Property or which will prevent Seller's or Purchaser's full performance of its obligations under this Agreement; or (iv) take any action which violates the Existing Lease.

ARTICLE 4     : POSSESSION, PRORATIONS AND EXPENSES

4.1Possession of Property. Except to the extent of one of more subtenants of Purchaser in possession, Purchaser currently has possession of the Property pursuant to the Existing Lease.

4.2Prorations. Under the Existing Lease, Purchaser is responsible for all real estate taxes, assessments and other items of expense and is entitled to any sublease rents and other items of income in connection with the Property, therefore, there will be no prorations at Closing, except as provided for in Section 4.3 (Rent Proration).

4.3Rent Proration. Rents under the Existing Lease will be prorated as of Closing, with all days prior to the actual date of Closing allocated to Seller and all d ays from and including the date of Closing allocated to Purchaser.

4.4Purchaser's Closing Expenses. Purchaser shall pay (i) the fees, costs and expenses incurred

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in connection with Purchaser's due diligence inspections and investigations; (ii) the fees, costs and expenses of Purchaser's designated representatives and attorneys, except as prescribed in Section 10.4; (iii) all costs and expenses relating to or in connection with any financing of the purchase of the Property by Purchaser; (iv) the cost of the Survey; (v) one-half of the search fees and premiums for the Title Commitment and Title Policy; and (vi) one-half of all documentary stamp taxes, local surtaxes and any other transfer taxes and fees due with respect to the conveyance of the Property and the recordation of the conveyance deed.

4.5Seller's Closing Expenses. Seller shall pay (i) the fees, costs and expenses of the Seller's designated representatives and attorneys, except as prescribed in Section 10.4; (ii) one-half of the search fees and premiums for the Title Commitment and Title Policy; and (iii) one-half of all documentary stamp taxes, local surtaxes and any other transfer taxes and fees due with respect to the conveyance of the Property and the recordation of the conveyance deed.

4.6Billboard Lease. The Property is subject to a billboard lease entitled 3M Lease Renewal Agreement (the “Billboard Lease”). Seller represents and warrants that the Billboard Lease remains in effect as originally entered into by Seller's predecessor in title Margol Properties and has never been amended or modified by Seller and that to the best of Seller's actual knowledge (as defined in Section 6.2), the current extension term expires in March 31, 2011. The Base Rental under the Billboard Lease will be prorated as of Closing, with all days prior to the actual date of Closing allocated to Seller and all days from and including the date of Closing allocated to Purchaser. Any Base Rent or Percentage Rent for the period prior to the Closing was collected or may be collected by Seller and is the property of Seller; except that Purchaser shall be entitled to collec t and retain the entire Percentage Rental for the current year under the Billboard Lease. If either Purchaser or Seller receives any sums under the Billboard Lease belonging to the other hereunder, the receiving party will remit such sums to the entitled party within ten (10) days of receipt thereof, which obligation shall survive Closing.

ARTICLE 5     : EXISTING LEASE AND EXISTING OFFICE}

5.1Continuing Obligations. Except as expressly provided for herein, nothing in this Agreement is intended to alter the Existing Lease or any of the Purchaser's or Seller's rights or obligations thereunder. The termination of this Agreement, for any reason, shall have no effect on the Existing Lease which shall continue in full force and effect.

5.2Security Deposit. A Security Deposit in the amount of Eighty-Eight Thousand Dollars ($88,000) is being held by Seller (as “Landlord”) under the Existing Lease. Concurrently with Closing, the Existing Lease is to be terminated by the Lease Termination Agreement provided for in Article 9 and the Security Deposit will be refunded to Purchaser or credited against the Purchase Price as part of the Closing.

5.3 Lease of Existing Office. Seller currently occupies a single executive office within the Improvements (“Seller's Office”). At Closing, Purchaser and Seller will enter into a lease in the form attached to this Agreement as Exhibit C (the “Executive Office Lease”) providing for Seller's continued use of Seller's Office on and in accordance with the terms and conditions of the Executive Office Lease.

ARTICLE 6     : REPRESENTATIONS AND WARRANTIES

6. 1Representations and Warranties of Purchaser. To induce Seller to execute, deliver and perform this Agreement, Purchaser hereby represents and warrants to Seller on and as of the Effective Date as follows:

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(a)Accuracy of Representations. All representations and warranties of Purchaser appearing in the other Articles and Sections of this Agreement are true, correct and complete in all material respects.

(b)Authorization. Subject to Section 8.2 (Board Approval), Purchaser has full capacity, right, power, and authority to execute, deliver and perform this Agreement and all documents to be executed by Purchaser pursuant hereto, and all required actions and approvals therefor have been duly taken and obtained. The individuals sign ing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of Purchaser are and shall be duly authorized to sign the same on Purchaser's behalf and to bind Purchaser thereto. This Agreement and all other documents to be executed pursuant hereto by Purchaser are and shall be binding upon and enforceable against Purchaser.

6.2Representations and Warranties of Seller. To induce Purchaser to execute, deliver and perform this Agreement, Seller hereby represents and warrants to Purchaser on and as of the Effective Date as follows:< /font>

(a)Accuracy of Representations. All representations and warranties of Seller appearing in the other Articles and Sections of this Agreement are true, correct and complete in all material respects.

(b)Authorization. Seller has full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Seller pursuant hereto, and all required action and approvals therefor have been duly taken and obtained. This Agreement and all documents to be executed pursuant hereto by Seller are and shall be binding upon and enforceable against Seller.

(c)Title. To the best of Seller's actual knowledge, Seller owns undisputed marketable fee simple title to the Property free of all liens and encumbrances, except for the Existing Lease and matters recorded in the Public Records.

(d)No Knowledge of Certain Events. Seller has received no written notice of and to the best of Seller's actual knowledge (other than as may have been disclosed in writing to Purchaser) there exists no (i) contemplated change in the zoning or land use plan category of the Property or any lands adjoining the Property; (ii) contemplated condemnation or widening, change in grade or limitation of use impacting any roadway adjoining the Property, (iii) contemplated special assessment against the Property, or (iv) violation of law, regulation, permit, court order or other legal requirement with respect to the Property, or any pending or contemplated enforcement action alleging any such violation.

(e)No Other Rights of Acquisition. Other than pursuant to this Agreement, there is no outstanding right or option to lease or acquire the Property or any part thereof granted by Seller.

(f)No Binding Documents. Other than as recorded in the Public Records, there are no agreements entered into by Seller which will bind Purchaser or the Property after Closing.

The representations and warranties of Seller are subject to those matters disclosed in Seller's October 21, 2010 letter to Purchaser (the “Disclosure Letter”), which relates to both the Property and the Adamo Drive Property (as defined in Section 8.3). A copy of the Disclosure Letter is attached to this Agreement as Attachment #1.

As used in this Agreement the term “to the best of Seller's actual knowledge” means only the actual knowledge and current recollection of the Seller at the time the representation and warranty is made, and does not imply any investigation of the underlying facts. Purchaser acknowledges that (i) Purchaser not Seller is in possession

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of the Property, (ii) as a result of not having possession, Seller's knowledge of the Property is limited, and (iii) Seller has not undertaken any special investigation or review in connection with giving the foregoing representations and warranties.

Seller agrees to promptly notify Purchaser if it becomes aware of any transaction or occurrence prior to the Closing which would make any of the representations or warranties set in this Section untrue in any material respect and, except to the extent of such notification, the representations and warranties in this Section shall be deemed to be recertified by Seller on (and shall survive) the Closing Date.

6.3Sales Taxes Under Existing Lease. Under the Existing Lease Purchaser (as Tenant) has remitted to Seller (as Landlord) the sales taxes due in connection with the rental paid under the Existing Lease. In accordance with applicable laws and regulations, after Closing, Seller shall file a final return relative to the Existing Lease and pay any sales taxes (and any interest or penalties assessed in connection therewith) due pursuant to Florida Statutes, Section 212.031 relative to the Existing Lease; provided that Seller's obligation to pay the sales taxes is conditioned upon having actually received the sales tax from Purchaser under the Existing Lease. Seller shall indemnify, defend and hold Purchaser harmless from and against any claim and related costs and expenses (including attorneys fees) arising out of Seller's failure to remit any sales tax actually received fr om Purchaser to the State of Florida as required by applicable laws and regulations.

6.4Property Is Being Sold On An “AS IS” Basis. Purchaser acknowledges and agrees that the sale of the Property to Purchaser is being made on an “as is” basis, without any representation or warranty of any kind or nature, except for the representations and warranties expressly set out in this Agreement or in the Closing documents. Purchaser's acknowledges that it has had an adequate opportunity to independently investigate the Property and to determine th at the Property is, in all respects, acceptable to Purchaser.

6.5Seller Deliveries. Seller shall deliver to Purchaser such documents, materials and other information relative to the Property (or any part thereof) as Purchaser may reasonably request, within five (5) days of a written request. The delivery requirement under this Section is limited to documents, materials and other information to the extent within Seller's or its agent's possession or control. Any documents, materials or other information delivered hereunder will be delivered without any representa tion or warranty of any kind, including as to their accuracy or completeness; provided that Seller shall notify Purchaser, concurrently with any such delivery, of any inaccuracy or other defect in any item delivered of which Purchaser has actual knowledge.

ARTICLE 7     : CONDEMNATION AND CASUALTY

7.1Condemnation. If, after the Effective Date and prior to the Closing Date, all or any portion of the Property is taken by exercise of the power of eminent domain (or deed in lieu thereof) or any proceedings are instituted or threatened to effect such a taking (each, a “Taking Event”), this Agreement will not be affected thereby, but in such an event Seller shall assign (or pay, to the extent actually received) to Purchaser at Closing all condemna tion awards or claims arising out of the Taking Event as they relate to the Property.

7.2Damage or Destruction. If, after the Effective Date and prior to the Closing Date, all or any portion of the Property shall be damaged by one or more incidents of vandalism, the elements, fire or other casualty (a “Casualty Event”), this Agreement will not be affected thereby, but in such an event, Seller shall assign and/or pay to Pu rchaser at Closing all insurance proceeds (and other related claims, if any) collected, claimed or recoverable by Seller with respect to the damage.

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7.3Extension of Closing Date. In the event of a Taking Event or Casualty Event, Purchaser may, by notice to Seller, extend the Closing Date by up to ten (10) business days.

ARTICLE 8     : PURCHASER'S CONTINGENCIES

8.1Due Diligence Contingency. Purchaser acknowledges that it has completed its general due diligence review of the Property prior to the Effective Date and waives any further general due diligence contingency.

8.2Board Approval. The final approval of the Board of Director of Asbury Automotive Group, Inc., of this Agreement (the “Board Approval”) is a condition precedent to the obligation of the Purchaser to consummate the Closing. The granting or denying of the Board Approval shall be in the sole discretion of the Board of Directors. In the event the Board Approval is not obtained on or before the Closing Date, Purchaser may terminate this Agreement by written notice to Seller.

8.3Adamo Drive Lease. Purchaser and Seller are in the process of negotiating an amen ded and restated or replacement lease (the “Adamo Lease”) for other property leased by Purchaser from Seller located on Adamo Drive, in Hillsborough County, Florida and operated as a Toyota dealership (the “Adamo Drive Property”). The terms of the Adamo Lease must be acceptable and agreed upon by both Purchaser and Seller. The agreement upon and the full execution of the Adamo Lease is a condition precedent to the obligation of Purchaser to consummate the Closing. In the event the Adamo Lease is not agreed upon and fully executed and delivered on or before the Closing Date, either Purchaser or Seller may extend the Closing Date for up to an additional thirty (30) days to provide additional time to finalize the Adamo Lease. In t he event the Adamo Lease is not agreed upon and fully executed and delivered on or before the Closing Date (as it may have been extended by the preceding sentence), Purchaser may, by written notice to Seller, terminate this Agreement.

ARTICLE 9     : CLOSING

9.1Closing. The transaction contemplated hereby shall close on the Closing Date, with all documents and funds delivered to the offices of the Title Insurer on or before the Closing Date. The Closing shall be accomplished though an escrow established with the Title Insurer.

9.2Seller's Deliveries. On the Closing Date, Seller shall deliver to the Title Insurer, in exchange for Purchaser's deliveries provided for below, the following:

(a)Seller's special warranty deed (the “Deed”) in a form sufficient to convey title to the Property under Florida law, which will described the Property by both the legal descriptions of the constituent parcels making up the Property and by an overall legal description (as to any contiguous parcels), both to be reflected on the Survey (the conveyance will be subject only to the Permitted Title Exceptions);

(b)Seller's “FIRPTA” certificate, in the form provided for by Section 1445 of the Internal Revenue Code;

(c)A Title Affidavit in a form which is acceptable to t he Title Insurer to remove the gap, mechanics liens and parties in possession general exceptions from the Title Policy;

(d)Seller's Quitclaim Bill of Sale conveying the Tangible Personal Property, if any, to Purchaser in an “as is”, “where is”, “with all faults” condition;

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(e)A lease termination agreement (in recordable form) terminating the Existing Lease and all of the parties rights, liabilities and obligations thereunder as of the date of Closing (the “Lease Termination Agreement”);

(f)A counterpa rt of the Executive Office Lease;

(g)A recertification, as of the Closing Date, of Seller's representations and warranties set out in Section 6.2;

(h)A counterpart of a closing statement setting out the Purchase Price, adjustments and prorations thereto, and the agreed upon disbursements of the Closing proceeds (the “Closing Statement”); and

(i)Such other documents, instruments, certifications and confirmations as may be required by this Agreement or otherwise reasonably required to fully effect and consummate the transactions contemplated by this Agreement.

9.3Purchaser's Deliveries. On the Closing Date, Purchaser shall deliver to the Title Insurer, in exchange for Seller's deliveries provided for above, the following:

(a)The Purchase Price, subject to the prorations and credits provided for by this Agreement;

(b)A counterpart of the Lease Termination Agreement;

(c)A counterpart of the Closing Statement;

(d)A counterpart of the Executive Office Lease; and

(e)Such other documents, instruments, certifications and confirmations as may be required by this Agreement or otherwise reasonably required to fully effect and consummate the transactions contemplated by this Agreement.

9.4Approval of Closing Documents. All Closing documents to be furnished by Seller or Purchaser pursuant to this Agreement shall be duly executed, witnessed and notarized as required, and otherwise in a form reasonably satisfactory to Purchaser, Seller and, to the ext ent within the scope of its responsibility, the Title Insurer. Purchaser shall be responsible to have its counsel prepare initial drafts of all the Closing documents for review by Seller's counsel at least ten (10) days in advance of the Closing Date.

9.5Concurrent Transactions. All transactions required to be consummated and all deliveries to be made concurrently with Closing shall be consummated and made simultaneously, with the disbursements of all documents and funds from escrow being simultaneous upon the satisfaction of all conditions for Closing.

ARTICLE 10     : DEFAULT

10.1< font style="font-family:inherit;font-size:12pt;font-weight:bold;text-decoration:underline;">Purchaser's Remedies. If Seller defaults in its obligation to consummate the Closing in accordance with the terms of this Agreement, Purchaser may, by notice to Seller, elect at any time thereafter to (i) terminate this Agreement or (ii) pursue specific enforcement of this Agreement. Purchaser acknowledges that the limitation of remedies contained in this Section is a material consideration for Seller entering into this Agreement and is a reasonable negotiated provision between sophisticated parties.

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10.2Seller's Remedies. If Purchaser defaults in its obligation to consummate the Closing in accordance with the terms of this Agreement, Purchaser may, by notice to Seller, elect at any time thereafter to terminate this Agreement and receive an amount equal to Fifty Thousand Dollars ($50,000) as agreed upon and negotiated full and liquidated damages (the “Termination Damages”). The Termination Damages shall be paid by Purchaser to Seller within ten (10) days of any such termination as a result of Purchaser's default. Seller acknowledges that the limitation of remedies contained in this Section is a material consideration for Purchaser entering into this Agreement and is a reasonable negotiated provision between sophisticated parties.

10.3Other Remedies. The remedies set out above (together with the right to recover attorneys' fees as provided for below) are the exclusive remedies of the parties in connection with any default of either party in their respective obligations to consummate the Closing in accordance with the terms of this Agre ement. As to other defaults or to enforce other provisions of this Agreement, the parties shall have all rights and remedies provided for under Florida law.

10.4Attorneys' Fees. In any litigation or arbitration between Purchaser and Seller arising out of this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys' fees expended or incurred in connection therewith. The terms and provisions of this Section shall survive Closing or any termination of this Agreement.

10.5No Termination of Existing Lease. As provided for in Section 5.1, the termination of this Agreement shall have no impact on the Existing Lease.

ARTICLE 11     : BROKERAGE

11.1Brokerage Representation. Seller and Purchaser each hereby represent to the other that they have not dealt with any broker or finder with respect to the transactions contemplated by this Agreement.

11.2Indemnity.Seller hereby agrees to indemnify, defend and hold harmless Purchaser from and against any claim (and any associated costs and expenses, including attorneys' fees) for a brokerage commission or finder's fee asserted by any person, firm or corporation claiming to have been engaged by Seller. Purchaser hereby agrees to indemnify, defend and hold harmless Seller from and against any claim (and any associated costs and expenses, including attorneys' fees) for brokerage commission or finder's fee asserted by any person, firm or corpo ration claiming to have been engaged by Purchaser.

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ARTICLE 12     : NOTICES

12.1Notices. Any notice, demand, request, consent, approval or other communication (“Notice”) under this Agreement shall be given in writing and directed as follows:

If to Seller:	Jeffrey I. Wooley 3800 West Hillsborough Avenue Tampa, Florida 33614 Telephone:(813) 865-8000 Mobile:(813) 240-4046 Facsimile:(813) 874-2338
with a simultaneous copy to Seller's Counsel:	Foley & Lardner LLP 100 North Tampa Street Suite 2700 Tampa, Florida 33602-5810 Attention:Walter C. Little Telephone:(813) 225-4161 E-Mail:wlittle@foley.com Facsimile:(813) 221-4210
If to Purchaser:	Asbury Automotive Tampa, L.P. 2905 Premiere Parkway, NW, Suite 300 Duluth, GA 30097 Attention:George Karolis Telephone:(770) 418-8200< /div> E-Mail:gkarolis@asburyauto.com Facsimile:(678) 550-9054
with simultaneous copies to and to Purchaser's Counsel:	Asbury Automotive Group, Inc. Vice President & General Counsel 2905 Premiere Parkway, NW, Suite 300 Attention:Elizabeth B. Chandler Telephone:(770) 418-8200 E-Mail:echandler@asburyauto.com Facsimile:(678) 550-9054 D2 Law Group P.L. 3239 Henderson Boulevard, Second Floor Tampa, Florida 33609 Attention:John T. Diamandis Telephone:(813) 876-3203 E-Mail:jdiamandis@d2lawgroup.com Facsimile:(813) 876-3253

12.2Method of Notice. All Notices shall be (i) personally delivered, with a receipt confirming the date and time of delivery; (ii) delivered by a nationally recognized delivery service (e.g., FedEx, USPS, or UPS), using a method that allows confirmation of delivery; or (iii) delivered by certified or registered mail, return receipt requested. Notices shall be deemed given when received or refused by the addressee, or on the date delivery was attempted, if undeliverable as a result of an incorrect address given by the party or a failure to provide an updated address. Notices on behalf of a party se nt by its counsel, shall be sufficient as notice from the party itself under this Agreement.

12.3Change of Address. A party may change its address for receipt of Notices by service of a Notice of the change to the other party in accordance with this Article.

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ARTICLE 13     : NO THIRD PARTY BENEFITS AND ASSIGNMENT

13.1No Third Party Benefits and Assignment. This Agreement is for the sole and exclusive benefit of the Purchaser and Seller and their respective successors and assigns, and no other third party is intended to or shall have any rights under this Agreement. The obligations of Seller hereunder shall be binding upon Seller's estate and legal and personal representatives.

13.2Assignment by Purchaser. Purchaser may, without Seller's consent, assign its rights under this Agreement to an affiliate. Any other assignment shall be permitted only upon receipt of the prior written consent of the Seller. For purposes of this Section, an “affiliate” of a person or entity means another person or entity which (directly or indirectly) controls, is controlled by, or is under common control with such person or entity and the term “control” means the power to control (or to elect or appoint the people who control) the policies and major operational decisions of an entity, as a result of a direct or indirect ownership interest in the entity. Control shall be assumed in the case of ownership (directly or indirectly) of a majority of either the total voting interest in the subject entity or an entity which controls (directly or indirectly) the subject entity.

13.3No Release of Liability. In the event of any assignment of this Agreement by Purchaser, the assignor shall remain liable for the performance of the obligations of Purchaser under this Agreement.

ARTICLE 14  & nbsp;  : INTERPRETATION

14.1Interpretation.

(a)Headings. The headings and captions of the Articles, Sections and paragraphs of this Agreement are inserted for convenient reference only and are not intended to expand, limit or otherwise affect the interpretation of the Articles, Sections or paragraphs to which they apply.

(b)Entire Agreement. This Agreement (which includes any attached Exhibits and Attachments) contains the entire agreement and understanding of the parties with respect to the subject matter he reof. Any prior agreements or understandings are superseded by and merged into this Agreement.

(c)Amendments and Waivers. This Agreement may not be amended, modified or discharged except by an instrument in writing signed by both Purchaser and Seller, nor may any terms of this Agreement be waived except by an instrument in writing signed by the party to be bound thereby.

(d)Further Assurances. The parties each agree to do, execute, acknowledge and deliver all such further acts, instruments and assurances and to take all such further action before or after the Closing (for a period of ninety days following the Closing Date) as shall be reasonably necessary to fully carry out this Agreement and to fully consummate and effect the transactions contemplated by this Agreement.

(e)Coun terparts. This Agreement and any document or instrument executed pursuant hereto may be executed in any number of counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties authorize signature pages to be detached from identical counterparts and all attached to one counterpart to form a single integrated document.

(f)Partial Invalidity. If any term, covenant or condition of this Agreement or the application thereof to any person or circumstanc es shall, to any extent, be declared invalid or unenforceable,

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the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law. Notwithstanding the foregoing, if the limitation on Seller's remedies set out in this Section 10.2 is found to be invalid or unenforceable by a court of competent jurisdiction, suc h finding shall be deemed to void this Agreement in its entirety ab initio.

(g)Time Period. Whenever under the terms of this Agreement the expiration of a period or the time for performance of a covenant or condition falls on a Saturday, Sunday or other non-business day, such period or time for performance shall be extended to the next business day. Otherwise all references herein to “days” shall mean calendar days and all references herein to “business days” shall mean any day other than Saturday, Sunday and legal holidays.

(h)Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to any applicable conflict of laws principles.

(i)Time of the Essence. Time is of the essence of this Agreement.

(j)Notice of Default and Cure Period. Unless otherwise expressly provided for under this Agreement, neither Seller nor Purchaser shall avail itself of any remedy granted to it under this Agreement based upon an alleged default of the other party, unless and until written notice of the alleged default, in reasonable detail, has been delivered to the defaulting party by the nondefaulting party (a “Default Notice”) and the alleged default has not been cured on or before the end of the fifth (5th) business day following delivery of the Default Notice.

(k)Construction. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared primarily by counsel for one of the parties, it being recognized that this is a negotiated agreement between sophisticated parties and should be interpreted consistent with its terms and clear intent and not more strictly again st either party.

(l)Attorneys' Fees. Any reference to “attorneys' fees” in this Agreement shall be deemed to include all attorney and paralegal fees and related costs and expenses incurred in preparation for or in connection with pre-trial, trial, appellate, post-judgment, bankruptcy, and mediation and arbitration proceedings.

ARTICLE 15     : LEGAL REQUIREMENTS AND PUBLICITY

15.1Disclosure Required by Law. Each of Seller and Purchaser agre e to cooperate fully with the other in completing or filing any disclosure documents or in otherwise satisfying any disclosure requirements under applicable laws relating to the transactions contemplated by this Agreement (including, but not limited to, the Adamo Lease), including, but not limited to, the laws, rules and regulations of (or enforced or administered by) the U.S. Securities and Exchange Commission and the New York Stock Exchange (collectively, “Disclosure Laws”).

15.2Patriot Act. Each of Seller and Purchaser agree to cooperate fully with the other to provide to the other such information as may be reasonably requested to insure that this Agreement and all transactions contemplated by this Agreement will not violate Executive Order No. 13224 on Terrorist Financing (the “Executive Order”) or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”). The non-compliance of Seller or

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Purchaser (or such party's status or acts) with the Executive Order or the Patriot Act is a default under this Agreement.

15.3Publicity. Seller shall not issue any press release or provide any information relative to this Agreement or the transaction contemplated by this Agreement to any newsp aper, magazine, radio or television station, internet based news provider or other organization, entity or individual providing news to the public (regardless of the media) without Purchaser's prior written consent.

15.4Survival. The obligations under this Article shall survive Closing.

ARTICLE 16     : ENVIRONMENTAL UNDERTAKING

16.1Background. Purchaser and Seller acknowledge that the Property contains certain petroleum impacted soils w hich pre-date the Existing Lease (the “Pre-Existing Petroleum Contamination”) in the general locations shown on Attachment #2 (the “Impacted Areas”). Seller has advised Purchaser that (i) it has taken certain remediation action as to the Pre-Existing Petroleum Contamination, including testing, monitoring, soil removal and the installation of a passive soil vent system, and (ii) the Pre-Existing Petroleum Contamination within the Impacted Areas has been approved for clean - -up funding by the State of Florida, but due to a low priority score the availability of State clean-up funds is not anticipated in the near future.

16.2Remediation. If there is a future formal demand or request for the remediation of the Pre-Existing Petroleum Contamination by any governmental authority without the availability of sufficient funds from the State to accomplish the remediation, Seller will, within t en (10) days of notice from Purchaser elect (at Seller's option) either (i) to reimburse Purchaser for the reasonable costs incurred by Purchaser to complete the remediation or (ii) to himself complete the remediation. If Seller elects to reimburse Purchaser, Seller shall reimburse Purchaser for the reasonable remediation costs incurred within ten (10) days of receipt of any invoice therefor. If Seller elects to himself complete the remediation, Seller shall promptly commence and diligently pursue the completion of the remediation in accordance with all applicable laws, regulations and other governmental requirements and Purchaser and Seller shall enter into an access agreement (containing access rights, conditions, restrictions and an indemnity consistent with that in the Adamo Lease, pursuant to which Seller is conducting certain remediation work on the Adamo Property) allowing Seller to access the Property to complete the remediation.

16.3Survival. The obligations under this Article shall survive Closing.

The remainder of this Page has been intentionally left blank.

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IN WITNESS WHEREOF, Purchaser and Seller have executed this Agreement, on the dates set out beneath their signatures, effective as of the Effective Date.

"SELLER"
	/s/ Jeffrey I. Wooley
JEFFREY I. WOOLEY
Date Executed by Seller:
December 17, 2010

"PURCHASER"
ASBURY AUTOMOTIVE TAMPA, L.P.,
A Delaware limited partnership
	By: ASBURY AUTOMOTIVE TAMPA GP L.L.C.,
	a Delaware limited liability company
	As its general partner
	By:	/s/ Craig T. Monaghan
	Name:	Craig T. Monaghan
	Title:	Vice President
	Date Executed by Purchase r:
	December 17, 2010

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EXHIBIT A

Legal Description

(Hillsborough Avenue)

PARCEL ONE:

Parcel I :

A tract in the Northeast 1/4 of Section 4, Township 29 South, Range 18 East, Hillsborough County, Florida, described as follows:

From a Point of Beginning which is the point of intersection of the North right-of-way line of West Crest Avenue and the Westerly right-of-way line of State Road No. 600, run North 89⁰19'22" West along the North right-of-way line of West Crest Avenue a distance of 600.0 feet; run thence North 0°37'38" East a distance of 648.84 feet to a point on the Southerly right-of-way line of State Road No. 580; run thence Easterly, Southeasterly, and Southerly, along the Southerly right-of-way line of said State Road No. 580 and the Westerly right-of-way line of State Road No. 600 the following courses:

(a) Easterly along a curve to the left (radius 2914.79 feet) an arc distance of 91.87 feet (chord 91.87 feet, chord bearing South 88°34'11.5" East);

(b) South 86°00'41" Eas t a distance of 198.76 feet;

(c) South 89°28'22" East a distance of 50.0 feet to a point of curvature;

(d) Southeasterly along a curve to the right (radius 180.0 feet) an arc distance of 251.54 feet (chord 231.56 feet, chord bearing South 49°26'21.5" East) to a point of tangency;

(e) South 9°24'21" East a distance of 471.28 feet;

(f) South 0°28'40" West distance of 23.80 feet to the Point of Beginning.

And

Parcel IV:

A tract in the Northeast 1/4 of Section 4, Township 29 South, Range 18 East, Hillsborough County, Florida, described as follows:

From the point of intersection of the North right-of-way line of West Crest Avenue and the Westerly right-of-way line of State Road No 600, run North 89°19'22" West along the North right-of-way line of West Crest Avenue a distance of 600.0 feet to a Point of Beginning.

From said Point of Beginning, run North 0°37'38" East a distance of 349.21 feet; run thence North 89°20'42" West a distance of 150.0 feet; run thence South 0°37'38" West a distance of 349.15 feet to a point on the North right-of-way line of West Crest Avenue; run thence South 89°19'22" East along said North right-of-way line a distance of 150.0 feet to the Point of Beginning.

And

Parcel VII:

A tract in the Northeast 1/4 of Section 4, Township 29 South, Range 18 East, Hillsborough County, Florida, described as follows: From the point of intersection of the North right-of-way line of West Crest Avenue and the Westerly right-of-way line of State Road No. 600, run North 89°19'22" West along the North right - -of-way line of West Crest Avenue a distance of 750.0 feet and run North 00°37'38" East a distance of 349.15 feet to a Point of Beginning.

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All being also described as follows:

A portion of theNortheast 1/4 of Section 4, Township 29 South, Range 18 East, Hillsborough County, Florida, being more particularly described as follows:

BEGIN at the intersection of the Northerly right-of-way line of West Crest Avenue and the Westerly right-of-way line of State Road No 600 (DALE MABRY HIGHWAY); thence N.89°19'22”W., 750.00 feet along said Northerly right-of-way line; thence N.00°37'38”E., 349.15 feet; thence N.00°32'15”E., 308.81 feet to the Southerly right-of-way line of State Road No. 580 (HILLSBOROUGH AVENUE) and the beginning of a non-tangent curve concave to the North, having a radi us of 2914.79 feet; thence along said Southerly right-of-way line the following two curves and two courses: Southeasterly, 242.64 feet along said curve through a central angle of 04°46'11” (chord bears S.86°53'02”E., 242.57 feet); thence S.86°00'41”E., 198.76 feet; thence S.89°28'22”E., 50.00 feet to the beginning of a curve concave to the Southwest, having a radius of 180.00 feet; thence Southeasterly 251.54 feet along said curve through a central angle of 80°03'54” (chord bears S.49°26'21.5”E., 231.56 feet) to the said Westerly right-of-way line of State Road No. 600; thence feet along said Westerly right-of-way line the following two courses: S.09°24'21E., 471.28; thence S.00°28'40”W., 23.80 feet to the POINT OF BEGINNING.

PARCEL TWO

Parcel II:

Lots 1, 2 and 3 in Block 3 of Re-Plat of Drew Park Subdivision, according to the map or plat thereof recorded in Plat Book 29, Pages 70 to 95 inclusive of the Public Records of Hillsborough County, Florida.

And

Parcel V:

Lots 8, 9, 10, 25, 26, 27, 28 and 29 in Block 3 of a RE-PLAT OF DREW PARK SUBDIVISION, as per map or plat thereof recorded in Plat Book 29, Pages 70 to 95, inclusive, of the Public Records of Hillsborough County, Florida, LESS the North 5 feet of the West 55 feet of L ot 8 deeded to the City of Tampa in O.R. Book 1492, Page 732, of the Public Records of Hillsborough County, Florida.

And

Parcel VI:

Lots 11 and 12, Block 3, Re-Plat of Drew Park, according to the Plat thereof on file in the Offic e of the Clerk of the Circuit Court in and for Hillsborough County, Florida recorded in Plat Book 29, Pages 70 through 95, inclusive, said lands situate, lying and being in Hillsborough County, Florida.

All also being described as follows:

Lots 1, 2, 3, 8, 9, 10, 11, 12, 25, 26, 27, 28 and 29, Block 3, RE-PLAT OF DREW PARK SUBDIVISION, according to the plat thereof recorded in Plat Book 29, Pages 70 to 95, inclusive, of the Public Records of Hillsborough County, Fl orida, LESS the North 5 feet of the West 55 feet of Lot 8 deeded to the City of Tampa in Official Records Book 1492, Page 732, of the Public Records of Hillsborough County, Florida.

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PARCEL THREE:

Parcel III:

Lot "F" of Block 2, of Re-Plat of Drew Park, as per map or plat thereof, as recorded in Plat Book 29, Pages 70 to 95, of the Public Records of Hillsborough County, Florida;

LESS AND EXCEPT:

A tract consisting of part of said Lot "F" described as follows: From the Southeast corner of said Lot "F" run North 89°57'35" West along the South boundary of said Lot "F", a distance of 484.0 feet to the Southwest corner of said Lot "F"; run thence North 0°02'35" West along the West boundary of said Lot "F" a distance of 99.10 feet; run thence North 14°10'45" East along the Northwesterly boundary of said Lot "F" a distance of 5.5 feet; run thence South 84°45'20" East a distance of 141.35 feet; run thence North 28°50'30" East a distance of 257.20 feet; run thence South 89°37'15" East a distance of 217.89 feet to a point on the East boundary of said Lot "F"; thence South along said East boundary of Lot "F" a distance of 315.7 feet to the Point of Beginning.

AND LESS AND EXCEPT:

The North 206.23 feet of the East 98.9 feet of Lot "F", Block 2, Re-Plat of Drew Park, according to the plat thereof on file in the Office of the Clerk of the Circuit Court, in and for Hillsborough County, Florida, recorded in Plat Book 29, Page 72, said lands situate lying and being in Hillsborough County, Florida.

Being also described as:

A portion of LOT "F", BLOCK 2, Re-Plat of Drew Park, as recorded in Plat Book 29, Pages 70 to 95, of the Public Records of Hillsborough County, Florida being mare particularly described as follows:

BEGIN at the Northwest corner of said LOT “F”, thence S.89°21'25”E., 278.07 feet along the Northerly boundary line of said LOT “F”, said line also being the Southerly right-of-way line of WEST CREST AVENUE to the boundary line of the property described in Official Records Book 9836, Page 1656; thence along said boundary li ne the following four courses: S.00°30'55”W., 206.26 feet; thence N.89°02'02”W., 118.75 feet; thence S.29°20'56”W., 257.00 feet; thence N.84°12'24”W., 141.38 feet to the Westerly boundary line of said LOT”F”, said line also being the Easterly right-of-way line of NORTH CORTEZ AVENUE; thence N.14°39'55”E., 431.16 feet along said Westerly lot line and said Easterly right-of-way line to the POINT OF BEGINNING.

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EXHIBIT B

Permitted Title Exceptions

1.     General or special taxes and assessments required to be paid in the year 2011 and subsequent years.

2.     Easements for sanitary sewers and/or other utilities, as recited/shown on the Plat of Re-Plat of Drew Park recorded in Plat Book 29, Page(s) 70; as affected by Ordinance No. 3756-A, passed and ordained June 22, 1965 by the City Council of the City of Tampa, approved June 25, 1965, recorded Jul y 19, 1965 in Official Records. Book 1478, Page 276. (As to Parcels II, III, V and VI)

3.     Reservations in favor of the United States of America contained in Quit Claim Deed from The United States of America to Joe L. Moore & Company, Inc., an Alabama corporation, dated April 7, 1949, filed April 8, 1949 in Deed Book 1519, Page 442; as affected by: Correctional Quitclaim Deed dated April 18, 1949, filed April 21, 1949 in Deed Book 1521, Page 284. (As to Parcels II, III, V and VI)

4.     Reservations in favor of the United States of America contained in Quit Claim Deed from United States of America to G. L. Reeves, Mrs. John B. Sutton, Henry C. Tillman and W. Frank Hobbs, dated March 9, 1950, filed March 15, 1950 in Deed Book 1565, Page 162. (As to Parcels I and IV)

5.     Covenants, conditions and restrictions contained in the Restriction Agreement by Joe L. Moore & Company, Incorporated, dated April 25, 1949, filed April 25, 1949 in Deed Book 1521, Page 510, but deleting any covenant, condition or restriction indicating a preference, limitatio n or discrimination based on race, color, religion, sex, handicap, familial status, or national origin to the extent such covenants, conditions or restrictions violate 42 USC 3604(c). (As to Parcels II, III, V and VI)

6.     Terms, covenants, conditions, rights, duties, obligations and easements contained in the Agreement between City of Tampa, a Florida municipal corporation and Joe L. Moore & Company, Inc., an Alabama corporation, dated September 14, 1949, filed December 30, 1949 in Deed Book 1553, Page 325; as affected by Quit Claim Deed dated December 29, 1949, filed January 5, 1950 in Deed Book 1555, Page 353. (As to Parcels II, III, V and VI)

7.     Hold Harmless Agreements recorded in Official Records Book 6894, Page 453 and Official Records Book 8221, Page 1494. (As to Parcels I and IV)

8.     Easement granted to Tampa Electric Company, a Florida corporation, from Jeffrey L. Wooley, dated February 9, 1995, recorded March 3, 1995 in Official Records Book 7684, Page 1570. (As to Parcel I)

9.     City of Tampa Resolution No. 2002-1001 recorded in Official Records Book 11938, Page 659.

10.     Hold Harmless Agreement recorded in Official Records Book 12823, Page 1694. (As to Parcel VII)

11.     Easement granted to Tampa Electric Company recorded in Official Records Book 13388, Page

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707. (As to Parcel I)

12.     Hold Harmless Agreeme nt recorded in Official Records Book 13632, Page 1377. (As to Parcel I)

13.     Matters reflected on the Survey prepared by Scott R. Fuller, Fl. Reg. Land Surveyor No. 5185, of Landmark Engineering & Surveying Corporation, dated 10/11/10.

14.     Unrecorded 3M Media Lease Renewal Agreement between Margol Properties, as Landlord, and National Advertising Company, d/b/a 3M Media, dated the 13^th day of February 1996 relating to an existing billboard on Parcel VII.

NOTE: All recording references in this commitment/policy shall refer to the Public Records of Hillsborough County, unless otherwise noted.

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EXHIBIT C

LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) is made and effective as of the ____ day of ____________, 2010 (the “Effective Date”), by and between ______________________________, (“Lessor”), and JEFFREY I. WOOLEY (“Lessee”).

WITNESSETH:

1.Leased Premises. Lessor hereby demises and leases to Lessee and Lessee hereby accepts from Lessor that certain office space located within the Courtesy Nissan building (the “Building”) located on the property (the “Property”) at 3800 West Hillsborough Ave, Tampa, Florida as further described in the sketch attached hereto as Schedule A (the “Leased Premises”). The Leased Premises consists of an existing single office, together with an adjoining area for an executive assistant, as show on Schedule A. In addition to the Leased Premises, Lessee has certain appurtenant access, parking and use rights but only to the extent expressly set out in this Lease. Lessee hereby accepts the Leased Premises in the condition they are in at the beginning of this Lease, subject to all applicable zoning, municipal, coun ty and state laws, ordinances and regulations governing and regulating the use of the Leased Premises and any covenants or restrictions of records, and agrees to maintain said Leased Premises in the same condition, order and repair as they are at the commencement of this Lease, excepting reasonable wear and tear arising from the use thereof under this Lease. Lessee acknowledges that Lessor has made no representation nor given any warranty, as to the present condition of the Leased Premises or of the improvements located thereon or appurtenants thereto.

2.Term.

(a)    Commencement. This Lease is for a ten (10) year term (the “Term”) commencing on the Effective Date, and ending at 5:00 p.m. on the tenth (10^th) anniversary of the Effective Date, unless the Lease is soone r terminated or the expiration date of the Term is accelerated as provided for in this Lease; provided that the Term shall automatically expire upon (i) the death of Lessee; or (ii) Lessee's failure to utilize the Leased Premises for one hundred eighty (180) consecutive days, unless during the 180-day period Lessee provides written notice to Lessee that it intends to utilize the Leased Premises at some point in the future.

(b)    Surrender at End of Term; Waiver. Lessee shall immediately surrender possession of the Leased Premises at the expiration of the Term, or upon its sooner termination. Lessee shall remove all of Lessee's property and leave the Leased Premises broom clean, free of debris and in good order and condition. In addition, Lessee shall deliver to Lessor all keys, access cards or other entry devices for the Leased Premises or Building. Any property of Lessee remaining in the Leased Premises or elsewhere on the Property at the expiration of the Term or sooner termination of this Lease shall be deemed abandoned by Lessee and may be disposed of as Lessor deems appropriate without any liability or accounting to Lessee.

(c)    Holding Over. Lessee shall not remain in pos session of the Leased Premises after the expiration of the Term or sooner termination of this Lease without the express written consent of Lessor (a “Holdover”). During any Holdover Lessee shall remain bound by and subject to all the terms of this Lease, but Lessor shall not be required to provide any utilities or services under Section 4. During the period of any Holdover, Lessee shall be liable to Lessor for holdover rent determined on a per diem basis for each day of the Holdover. The daily Holdover rent shall be an amount equal to $250 multiplied by a fraction the numerator of which is the CPI Index (CPI-U, U.S. City Average, or equivalent successor index) for the month two months prior to the month in which the Holdover commences and the denominator of which is the corresponding CPI

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Index for September 2010.

3.Rent. This Lease is being entered into as part of a larger transaction contemplated pursuant to an Agreement of Purchase and Sale dated {**________________}, 2010 between Lessor, as Purchas er and Lessee, as Seller (the “Purchase Contract”). The Closing under the Purchase Contract corresponds to the Effective Date of this Lease. This Lease constitutes a portion of the consideration under the Purchase Contract, accordingly, no rent or other payments for real estate taxes, insurance, operating costs or utilities is due or payable, monetary or otherwise, except as otherwise expressly provided for in this Lease. If it is determined that any sales taxes are due in connection with this Lease, Lessee shall be responsible for the timely payment of the sales taxes, together with any penalties and interest for the late payment thereof.

4. & nbsp;  Utilities and Services. All utilities and services, if utilized by Lessee during the Term, shall be paid for by Lessor directly to such applicable vendor, including, but not limited to, gas, heat, electric, sewer, lighting, window cleaning, cable, high speed internet, janitorial expenses and trash disposal. Lessor shall not be liable if the furnishing by any supplier of any utility or other service to the Leased Premises shall be interrupted or impaired for any reason. Lessor has no obligation to provide any utilities or services other than those which are currently provided to the Leased Premises and reserves the unrestricted right to change providers at any time and from time to time.

5.Use Clause. Lessee shall use the Leased Premises for general office purposes for Lessee's own personal use only. Lessee shall not use the Leased Premises for any illegal or improper purpose which shall constitute a nuisance nor do or suffer anything to be done in or about the Leased Premises which will violate any laws, rules, regulations or ordinances, or increase the rate of fire or other insurance or jeopardize the coverage of the same. Lessee accepts the Leased Premises in thei r “As-Is”, “Where Is” state and condition.

6.Lessee's Obligations. Lessee shall:

(a)    Use the Leased Premises only for pe rsonal office use.

(b)    Use in a reasonable and non-excessive manner, all electrical, plumbing, sanitary, heating, ventilating, air conditioning and other facilities and appliances in or on the Leased Premises.

(c)    Not permit any Lessee Invitee (as defined in Section 9) to destroy, damage, impair or remove any part of the structure of the Leased Premises or Building, nor shall Lessee do any such thing.

(d)    Not cause liens of any kind (whether for materials, wages, labor or services) to be placed against the Leased Premises or Property. If any such liens are filed, with or without Lessee's knowledge, Lessee shall immediately, at Lessee's sole cost and expense, take whatever action is necessary to cause such liens to be satisfied and discharged within ten (10) days of a demand from Lessor. Lessor's interest in the Property is not subject to liens for improvements made for, by or on behalf of Lessee.

(e)     Not use the Leased Premises for the production, sale or storage of any toxic or hazardous chemicals, wastes, materials or substances, or any pollutants or contaminants, as those terms are defined in any applicable federal, state, local or other governmental law, statute, ordinance, code, rule or regulation relating to protection of the environment (“Hazardous Substances”), not use any Hazardous Substance in the Leased Premises, and not permit any Hazardous Substance to be disposed of from, in or on the Leased Premises. Lessor shall have the right to enter the Leased Premises to inspect the same for compliance with the provisions of this Section. Lessee agrees to indemnify Lessor and its partners against, and to hold Lessor and its partners harmless from, any and all claims, demands, judgments, fines, penalties, costs, damages and

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expenses resulting from any violation by Lessee of this Section or of any laws, statutes, ordinances, codes, policies, orders, rules and regulations regulation or imposing standards or requirements in connection with Hazardous Substances (“Environmental Regulations”), including court costs and attorneys' fees in any suit, action, administrative proceeding or negotiations resulting therefrom, and including costs of remediation, clean-up and detoxification of the Leased Premises and the environment. Lessee's obligations and liabilities under this Section shall survive the expiration or termination of this L ease.

(f)    Not use the Leased Premises in any manner, or engage in any activities on the Property that would interfere with the operation of the businesses being operated on the Property by Lessor or any subtenant of Lessor.

7.Maintenance and Repairs. Lessor shall be responsible for all maintenance, repair and replacement of the Building in which the Leased Premises are located, including roofs, floor slabs, painting, sprinkler systems (including monitoring costs) and any other structural and non-structural maintenance, repairs and replacements, but not finish items such as carpeting and painting. The heating and air conditioning equipment serving the Leased Premises shall at all times be kept in good order, condition and repair by Lessor. Lessor's obligation to maintain and repair hereunder shall not include any of Lessee's personal property, such as computers, fax machines, copiers, refrigerators, etc.

8.Alterations; Addition.

(a)    Lessee shall not make any alterations, additions or improvements to the Leased Premises (or elsewhere within the Property) without the prior written consent of Lessor, which Lessor may withhold in its sole and absolute discretion. All such work shall be carried on in compliance with all governmental orders, regulations and permits.

(b)    Unless otherwise agreed to in writing, all alterations, additions or improvements constituting a material part of the structure of the Leased Premises shall become the property of Lessor at the end of the Term and shall remain in and be surrendered with the Leased Premises upon expiration or termination of this Lease. Lessee may remove any other alterations, additions, improvements, appliances or equipment installed by Lessee which can be removed without substantial damage to the Leased Premises. Lessor may condition any alteration, addition or improvements upon Lessee's agreement to remove it or to allow it to remain upon the expiration or earlier termination of this Lease. Lessee shall repair all damage resulting from the removal of any of the foregoing items and make proper restoration of the Leased Premise s, to Lessor's reasonable satisfaction (which obligation shall survive the expiration or earlier termination of this Lease).

9.Access; Parking.

(a) < /font>Lessee's Access. Lessee, its agents, employees, invitees, and guests, shall have uninterrupted and unimpeded access to the Leased Premises and reasonable ingress and egress to common and public areas of the Building twenty-four hours a day, seven days a week; provided, however, Lessor, by reasonable regulation imposed upon the Building operations, may (i) limit access to certain areas to employees and/or business customers only (and thereby exclude Lessee therefrom), and (ii) limit and control such access for the comfort, convenience, safety and protection of tenants, agents, employees, invitees, and guests in the Building, or as needed for making repairs and alterations or for security purposes (“Access Regulations”). Lessee shall be responsible for providing access to the Leased Premises to its agents, employees, invitees and guests (“Lessee's Invitees ”) after business hours and on weekends and holidays, but in no event shall Lessee's use of and access to the Leased Premises during non-business hours compromise the security of the Building. Lessee will comply with and cause Lessee's Invitees to comply with the Access Regulations.

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(b) Lessor's Access. Lessor shall have the right, at all reasonable times and upon reasonable oral notice, either itself or through its authorized agents, to enter the Leased Premises (i) to make repairs, alterations or changes as Lessor deems necessary, (ii) to inspect the Leased Premises, (iii) to confirm compliance with this Lease, (iv) to exercise rights or remedies hereunder, and (v) to show the Leased Premises to prospective mortgagees and purchasers, all in a manner reasonably intended to minimize disturbance of Lessee's business.

(c) Parking. During the term of this Lease, Lessee shall have the exclusi ve use of at least one (1) designated parking space in the parking area supporting the Building (the “Reserved Space”). The Reserved Space may be relocated from time to time by Lessor, but shall at all time be among the most conveniently located parking spaces available. In addition, Lessee shall have the non-exclusive use (for Lessee's Invitees while visiting Lessee) in common with Lessor, other tenants of the Building, their guests, agents, employees, invitees and guests on a space available basis, of the non-reserved common automobile parking areas, driveways, and walkways of the Building, subject to rules and regulations for the use thereof as prescribed from time to time by Lessor (“Parking Regulations”). The Reserved Space will be designated as “reserved” but Lessor shall have no obligation to police the usage of the Reserved Space. Lessee acknowledges that Lessor has no obligation to provide security or a parking lot attendant and Lessor shall have no liability on account of any loss or damage to any vehicle or the contents thereof, or any personal injury, property damage or other tort liability suffered by Lessee or any Leseee Invitee, and Lessee hereby agrees to bear the risk of loss for same. If and when so requested by Lessor, Lessee shall furnish Lessor with the license numbers and descriptions of any vehicles of Lessee's Invitees. Lessor reserves the right to designate and change from time to time the parking spaces to be utilized by Lessee's Invitees.

10.Insurance and Indemnification.

(a)    Lessee's Insurance.

(1)    Personal Property. Lessee shall be responsible to provide insurance cov erage on Lessee's personal property in and about the Leased Premises. In no event shall Lessor have any liability to Lessee for any loss of or damage to Lessee's personal property, including, but not limited to damage by fire, theft, leaking water, water sprinkler discharge or otherwise.

(2)    Comprehensive General Liability Insurance. Lessee shall maintain comprehensive general liability insurance covering all occurrences within the Leased Premises or involving Lessee or Lessee's Invitees occurring anywhere on the Property during the Term (and during any Holdover) with limits of coverage of not less than One Million Dollars ($1,000,000), combined single limit, per occurrence, with a deductible (or self insured amount) not to exceed a total of $20,000.

(3)    Lessor as Additional Insured. Lessor (and such other parties as may be designated by Lessor) shall be named as an additional insured under Lessee's comprehensive general liability insurance policy. Prior to commencement of the Term or immediately thereafter, Lessee shall provide evidence of such coverage and, at least thirty (30) days prior to the expiration of such coverage (and within ten days of a written request by Lesso r), evidence of the renewal thereof, all of which evidence shall be reasonably satisfactory to Lessor. Such insurance shall also contain a provision that the same may not be cancelled without thirty (30) days prior written notice to Lessor by certified or registered mail.

(b)    Lessee's Indemnity and Repairs. Lessee will indemnify, defend, protect and hold Lessor and Lessor's subtenants and their respective agents, employees and invitees harmless from and against any and all demands, claims, proceedings, actions or causes of action, losses, damages, liabilities, costs or expenses

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(including attorneys fees and costs) arising from or occasioned by (i) Lessee's use or occupancy of the Leased Premises; (ii) any occurrence on the Leased Premises or any occurrence involving Lessee's Invitees anywhere on the Property; (iii) any act, omission, or negligence of Lessee or Lessee Invitees; or (iv) any violation of this Lease or failure to comply with any of its terms by Lessee (including, without limitation, a violation of the Access Regulations or Parking Regulations). Without intending to limit the general nature of the foregoing, Lessee will promptly repair to Lessor's re asonable satisfaction (or as to repairs outside the Leased Premises reimburse Lessor for the reasonable cost of any repairs made by Lesssor of) any damage caused by Leseee or any Lessee Invitee. This Section will survive the termination of this Lease and the expiration of the Term of this Lease.

11.Fire or Other Hazard; Condemnation.

(a)    Partial Damage. If the Leased Premises shall be partially damaged by fire or other hazard but not to such extent as to render the Leased Premises wholly untenantable, repairs shall be made by Lessor as soon as reasonably may be done. In the event that the Leased Premises have not been substantially repaired within twenty (20) days after the occurrence of such fire or other hazard, Lessee may, upon written notice to Lessor, terminate this Lease by written notice to Lessor and thereby both Lessor and Lessee shall be relieved of all obligations hereunder, except those that expressly survive a termination of this Lease.

(b)    Material Damage. In the event the Building is damage by fire or other hazard such that Lessor (in its sole discretion) elects, at any time after the occurrence of such fire or other hazard to not substantially repair the Building to its condition prior to the casualty, Lessor shall have the right to terminate this Lease by written notice to Lessee and thereby both Lessor and Lessee shall be relieved of all obligations hereunder, except those that expressly survive a termination of this Lease.

< font style="font-family:inherit;font-size:12pt;">(c)    Notice to Lessor. Lessee shall notify Lessor of any damage to the Leased Premises by fire or other hazard and also of any dangerous or defective conditions within the Leased Premises promptly upon the occurrence of such fire or other hazard or discovery of such condition.

(d)    No Liability. In no event in the case of any such destruction shall Lessor be required to repair or repl ace Lessee's stock in trade, leasehold improvements or other personal property of Lessee.

(e)    Taking. In the event that all or a part of the Leased Premises shall be taken by eminent domain or conveyed to the condemning authority in lieu of a condemnation (a “taking”) which affects the purpose for which the Leased Premises were leased or which materially prevents Lessee from the enjoyment of its rights under this Lease, Lessor or Lessee may terminate this Lease.

(f)    Taking Waiver. Lessee waives all claims against Lessor by reason of the complete or partial taking of the Leased Premises and hereby relinquishes and assigns unto Lessor any rights and damages to which Lessee might otherwise be entitled for condemnation of the leasehold estate created by this Lease; provided, however, that Lessee shall nevertheless be entitled to make any claims which Lessee may have against the condemning auth ority for relocation damages, damages for Lessee personal property and any other payments lawfully due (except as assigned to Lessor above). It is the parties intent that all condemnation awards and claims relating to the real estate on which the Leased Premises are located shall belong solely to Lessor and Lessee shall have no claim to any interest therein, including, but not limited to, any claim for any leasehold interest or easement rights.

(g)    Replacement Premises. If this Lease is terminated by Lessor under this Section, Lessor shall provide to Lessee, at Lessee's option (with the ele ction by Lessee to be made within ten days of a request by

24

Lessor), either the Replacement Rent provided for in Section 14 or the Relocated Premises as provided for in Section 28 (which may or may not be part of a relocation of Lessor's offices).

12.   ;  Assignment; Subletting. This Lease is personal to Lessee and Lessee shall not transfer, assign or encumber this Lease, sublet or rent the Leased Premises or any part thereof, nor transfer any right to possession or occupancy thereof to any person, corporation, partnership or association, nor advertise the same in any newspaper or other place.

13.Default. Any one (1) or more of the following shall constitute an “Event of Default” under this Lease:

(a)     Failure by either party to perform or observe any term, covenant or condition contained in this Lease or any Access Regulation or Parking Regulation (a “Breach”), which Breach shall continue for a period of fifteen (15) days after written notice received thereof; provided, however, that if such obligation is of such nature that more than fifteen (15) days are required for its performance then such party shall not be deemed to be in default hereunder if it commences performance within such fifteen (15) day period and thereafter proceeds diligently to prosecute the same to completion;

(b)     An assignment by a party for the benefit of creditors or the appointment of a receiver for legal proceedings or otherwise;

(c)     Any Breach by Lessee if prior written notice of the same Breach (i.e., a prior and separate failure to comply with the same term, covenant, condition, Access Regulation or Parking Regulation) was given to Lessee by Lessor twice during the prior six (6) month period;

(d)     The institution of bankruptcy proceedings by a party, or institution of bankruptcy proceedings against a party, which are not withdrawn or dismissed within sixty (60) days after the institution of such proceedings: or

(e)     Any default by the Seller under the Purchase Contract beyond any applicable notice and cure period provided for therein.

14.Termination Arising from Default; Lessee Remedy. In the event tha t a party commits, or allows an Event of Default (as set forth in Section 13 above) to occur, the non-defaulting party may (without any further notice or cure or grace period) serve written notice on the other party as to the effective date of termination of this Lease. In such event, the defaulting party shall have no right to avoid such termination by the performance of any condition, term or covenant broken. A termination of this Lease under the foregoing provision shall not be deemed a waiver of any other rights or remedies available hereunder, at law or in equity, nor shall such termination relieve the other party of its liability for any actual damages or losses suffered by reason of such default. Upon the termination of this Lease by Lessee as a result of the occurrence of an Event of Default by Lessor beyond all applicable cure periods, Lessee's right of termination hereunder shall include the right to enter into a replacement lease with a third party for a term equal to or less than the remainder of the Term and for space that is approximately the same size and dimensions as the Demised Premises, with all reasonable rent, operating expenses, utility costs and other standard rental obligations of the replacement lease (“Replacement Rent”) being subject to full reimbursement by Lessor (it being understood that all monetary provisions of the Replacement Lease shall be consistent with the then prevailing market rates); provided, however, that in no event shall the Replacement Rent to be paid by Lessor exceed what would have been the fair market rent for the Leased Premises for the shorter of (i) the term of the replacement lease and (ii) the remainder of the Term of this Lease. Lessor shall have thirty (30) days (upon

25

Lessor's receipt of a detailed invoice from Lessee) to reimburse Lessee for all reasonable Replacement Rent under the Replacement Lease. Other than for the Replacement Rent, Lessor shall have absolutely no liability or obligations under, for or in connection with the replacement lease.

15.Limitation of Liability. EXCEPT AS PROVIDED FOR IN SECTION 14 ABOVE AND IN THE INDEMNIFICATIONS (AND RELATED OBLIGATIONS) SET OUT IN SECTIONS 6 AND 10, NEITHER PARTY SHALL BE LIABLE UNDER THIS LEASE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL, LOSSES, DAMAGES OR EXPENSES. IN ADDITION, LESSOR SHALL HAVE NO PERSONAL LIABILITY HEREUNDER; ANY CLAIM BY LESSEE SHALL BE LIMITED TO LESSOR'S INTEREST IN THE PROPERTY.

16.Prevailing Party; Attorneys' Fees and Legal Costs. Where litigation is instituted as between Lessor and Lessee for any cause arising under or related to this Lease, the prevailing party in such litigation shall be entitled to recover in addition to all other legal damages, the reasonable expenses of such litigation including attorneys' fees and other legal costs.

17.Quiet Enjoyment. Lessor rep resents and warrants that it is the true and lawful owner of the Leased Premises and is lawfully empowered to enter into this Lease, and that so long as Lessee shall timely and fully perform all of Lessee's covenants and obligations hereunder, Lessee shall have and enjoy quiet enjoyment and peaceable possession of the Leased Premises, subject, however, to all the terms, covenants and conditions of this Lease.

18.Waiver of Non-Performance. Failure by Lessor or Lessee to exercise any of their respective rights hereunder upon non-performance by the other party of any condition, covenant or provision herein contained shall not be construed as a waiver thereof, nor shall the defective performance or waiver of non-performance of any such condition, covenant or provision by the other party be construed as a waiver of the rights of the non-defaulting party as to any subsequent defective performance or non-performance hereunder.

19.Entire Contract. This Lease constitutes the entire contract between the parties hereto and there are no understandings, promises, representations or warranties, oral, written or otherwise, relating to the subject matter of this Lease, which exist or bind any of the parties hereto, their respective heirs, executors, administrators, successors or assigns, except as set forth herein. All prior agreements and understandings relative to Lessee's use of the Leased Premises or any other part of the Property are superseded by this Lease and of no further force or effect. No amendment, change or addition to this Lease shall be binding upon Lessor or Lessee unless reduced to writing and signed by both parties. No waiver of any of the terms, covenants or conditions of this Lease shall be enforceable unless reduced to writing and signed by the party granting the waiver.

20.Applicable Law. It is mutually understood and agreed that this Lease shall be interpreted in accordance with the laws of the State of Florida and that no presumption shall be deemed to exist in favor of or against either party hereto as a result of the preparation or negotiation of the same.

21.Severability. If any provision of this Lease is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Lease will remain in full force and effect. Any provision of this Lease held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

22.Notices. All notices, consents, waivers and other communications required or permitted by this Lease shall be in writing and shall be deemed given to a party when: (a) delivered to the appropriate

26

address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile with confirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested or by nationally recognized overnight courier service, in each case to the following addresses (except that hand deliveries need not be made to the following addresses if delivered directly to the individual named below) or facsimile numbers and marked to the attention of the person designated below (or to such other address, facsimile number, or person as a party may designate by notice to the other party):

LESSOR:

Asbury Automotive Tampa, L.P.

2905 Premiere Parkway, NW, Suite 300

Duluth, GA 30097

Attention:    George Karolis

Telephone:    (770) 418-8200

E-Mail:    gkarolis@asburyauto.com

Facsimile:    (678) 550-9054

With a simultaneous copy to:

Asbury Automotive Group, Inc.

2905 Premiere Parkway, NW, Suite 300

Duluth, GA 30097

Attention:    Elizabeth B. Chandler

Vice President & General Counsel

Telephone:    (770) 418-8200

E-Mail:    echandler@asburyauto.com

Facsimile:    (678) 550-9054

LESSEE:

Jeffrey I. Wooley

3800 W. Hillsborough Avenue

Tampa, FL 33614

 Telephone:    (813) 865-8000

E-Mail::    aireverett@aol.com

Cell Phone:     (813) 240-4064

Facsimile:    (813) 874-2338

23.Terminology. All words herein referring to Lessor or Lessee shall be taken to be such gender and number as the circumstances may require.

24.Construction. The headings of sections within this Lease are provided for convenience only and will not affect its construction or interpretation. All references to sections refer to the corresponding sections of this Lease, unless otherwise expressly indicated.

25.Counterparts. This Lease may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one (1) and the same instrument.

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26.Termination.Lessee shall have the right to terminate this Lease for cause or no cause whatsoever at any time upon thirty (30) days prior written notice delivered to Lessor in accordance with Section 22 herein. Should Lessee exercise such termination right, it shall remain liable and responsible for the payment of any outstanding liabilities and/or fees incurred pursuant to the terms of this Lease prior to the termination date as well as any obligations that survive a termination of this Lease.

27.Recordation. This Lease shall not be recorded by Lessee. Any recordation of this Lease by Lessee shall constitute a default hereunder, giving Lessor an immediate right to terminate this Lease.

28.    Relocation. Lessor expressly reserves the right, at Lessor's sole cost and expense, to relocate the Leased Premises to other space ("Relocated Premises") within the Building (or, in the event Lessor transfers all or substantially all of its offices from the Building to another location within a fifty (50) mile radius of the Building (“Replacement Administrative Offices”), within such Replacement Administrative Offices) that consists of approximately the same dimensions and size as the Leased Premises. The right granted to Lessor in this Section 28 shall be conditioned on Lessee not suffering any restriction of access or enjoyment of use between the transfer from the Leased Premises to the Relocated Premises, other than is reasonably necessary in connection with the move from the Building to the Replacement Administrative Offices. The reasonable cost of moving Lessee's personal property to, and the decoration and preparation of, the Relocated Premises shall be at Lessor's sole expense. Lessor shall have the right, in Lessor's sole discretion, to use any decorations and materials from the Leased Premises, or other materials, so that the Relocated Premises shall be comparable in its interior design and decoration to the Leased Premises. In the event Lessee is transferred to a Relocated Premises, all terms and conditions of this Lease shall remain unchanged, including Lessee's monetary obligations hereunder. In connection with any imp rovements or renovations to or replacement of the Building, the Leased Premises may be temporarily relocated to the Relocated Premises and then relocated back, both such relocations being pursuant to the terms of this Section.

29.    Early Expiration. Notwithstanding anything else in this Lease, if (i) the Property is sold by Lessor to an unaffiliated third party and not leased-back by Lessor (or an affiliate) such that Lessor (or an affiliate) no longer operates the Property or (ii) th e business operated at the Property by Lessor (or its affiliate) is closed and no substitute business is operated which houses Replacement Administrative Offices, as contemplated by Section 28 above), Lessor may, by written notice to Lessee, terminate this Lease. If this Lease is terminated by Lessor under this Section, Lessor shall provide to Lessee, at Lessee's option (with the election by Lessee to be made within ten days of a request from Lessor), either the Replacement Rent provided for in Section 14 or the Relocated Premises as provided for in Section 28 (which may or may not be part of a relocation of Lessor's offices).

30. Subordination. This Lease and the rights of Lessee under this Lease are and shall be in all respects subject and subordinate to the lien of any mortgage now or in the future encumbering the Property. This subordination shall be automatic upon the filing of a mortgage encumbering the Property and no additional document of subordination shall be required.

31.Radon Gas Disclosure. Florida Statute 404.056(5) requires the following disclosure statement:

"RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department."

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IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the date first written above.

WITNESSES:		LESSOR:
Print Name:
	&n bsp;
		By:
Print Name:		Print Name:
		Title:

WITNESSES:		LESSEE:
< /font>
Print Name:		JEFFREY I. WOOLEY
Print Name:	< font style="font-family:inherit;font-size:10pt;">

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SCHEDULE A

(SKETCH OF LEASED PREMISES)

30

Attachment #1

A copy of the Disclosure Letter follows this Page.

31

Attachment #2

A site plan showing the Impacted Areas follows this Page.

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EX-10.2 3 formoflease102.htm FORM OF LEASE

Exhibit 10.2

LEASE

JEFFREY I. WOOLEY

as “Landlord”

and

ASBURY AUTOMOTIVE TAMPA, L.P.,

a Delaware limited partnership

as “Tenant”

Demised Premises:

Courtesy Toyota of Brandon

9210 Adamo Drive

Brandon, FL 33619

LEASE

THIS LEASE (this “Lease”) is made and entered into by and between JEFFREY I. WOOLEY, an individual ("Landlord") and ASBURY AUTOMOTIVE TAMPA, L.P., a Delaware limited partnership ("Tenant") and is effective as of the 1^st day of January 2011 (the “Effective Date&rdqu o;).

Background Statement

Landlord is the owner of certain real property consisting of approximately 17.99 areas of land located in Hillsborough County, Florida and legally described on Exhibit A to this Lease (the “Land”). The Land is currently improved with various buildings and other improvements (the “Existing Improvements”) operated as an automobile dealership known as Courtesy Toyota of Brandon. Tenant currently leases the Demised Premises (as defined in Section 1.01 below) from Landlord pursuant to Amended and Restated Lease between Landlord and Tenant dated the 17^th day of September, 1998 (the “Existing Lease”). Tenant (or an affiliated entity) has been in possession of and has operated an automobil e dealership on the Land since the September 17, 1998 commencement date under the Existing Lease. Landlord and Tenant are entering into this Lease to replace the existing Lease and concurrently with this Lease will be entering into a lease termination agreement providing for the termination of the Existing Lease, effective as of the Effective Date of this Lease, as provided for in Section 18.13.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are

< div>

hereby acknowledged, Landlord and Tenant covenant and agree as follows:

ARTICLE I.

DEMISE OF PREMISES

Section 1.01 Demise of Premises. Landlord does hereby lease and demise unto Tenant, and Tenant does hereby take from Landlord the following (the “Demised Premises”): (i) the Land, together with (ii) all building, structures and other improvements now existing or hereafter constructed on or under the Land (the “Improvements”), together with (iii) all rights to any alleys, streets and other right-of-ways adjacent to the Land (before or after the vacation thereof), and together with (iv) all easements, access rights, development ri ghts and credits, sewer and water rights and all other estates, rights, title, interests, privileges, tenements, and appurtenances belong or appertaining to the Land or the Improvements.

ARTICLE II.

TERM

Section 2.01 Lease Term. The term of this Lease shall commence on the Effective Date (also the “Commencement Date”) and shall end on December 31, 2030 (the "Expiration Date"). The term of this Lease, as it may be extended pursuant to Section 2.05 below or otherwise, shall be referred to in this Lease as the "Lease Term".

Section 2.02 Tender of Possession. As Tenant has possession of the Demised Premises under the Existing Lease, possession under this Lease shall be deemed tendered to and accepted by Landlord as of the Effective Date without any additional action being required by Landlord.

Section 2.03. Rent Commencement Date. Tenant's obligation to pay the Rent provided for i n Article III shall commence on the Commencement Date, also referred to in this Lease as the "Rent Commencement Date".

Section 2.04 Lease Year. The term "Lease Year" shall mean each successive period of twelve (12) consecutive calendar months, commencing on the Rent Commencement Date; provided that i f the Rent Commencement Date is other than the first day of a calendar month, the first Lease Year shall include the initial partial calendar month in which the Rent Commencement Date falls and the next twelve (12) calendar months.

Section 2.05 Renewal Options. Tenant shall have the option (each a “Renewal Option”) to renew this Lease and extend the Lease Term and the Expiration Date for two (2) successive five (5) year renewal periods (each a &ld quo;Renewal Period”). Each Renewal Period shall commence at the expiration of the then current Lease Term, and be pursuant to all of the terms, covenants and conditions of this Lease as were in place for the initial Lease Term. Rent for any Renewal Period shall continue to be as provided for in Article III. The Renewal Options shall be exercised by written notice to Landlord (a “Renewal Notice”) given no later than one year prior to the expiration of the then existing Lease Term. No Renewal Notice shall be effective during any period that Tenant is in Default under this Lease beyond the applicable notice and cure period.

Section 2.06 Holding Over. Should Tenant hold over in possession after the expiration of the Lease Term (as it may be extended) (a “Holdover”) with Landlord's consent, the Holdover will be on a month-to-month basis upon all the terms and conditions of this Lease (including the payment of Additional Rent), except that the Base Rent shall be payable at such rate as may have been agreed upon by Landlord and Tenant, or if no alternative rate was agreed upon, Base Rent shall continue at the rate in effect for the last month of th e Lease Term. Should Tenant Holdover without Landlord's consent, the Holdover will be on an a per diem

basis upon all the terms and conditions of this Lease, except that Rent shall be payable at a per diem rate equal to [one hundred fifty percent (150%) of the Base Rent in effect for the last month of the Lease Term] divided by [thirty (30)] for each day Tenant remains in possession without Landlord's consent and Landlord shall also have the right to bring an appropriate action to immediately recover possession of the Demised Premises.

ARTICLE III.

RENT

Section 3.01 Rent Payment Obligation. Tenant shall pay to Landlord, beginning on the Rent Commencement Date and throughout the Lease Term, including any Renewal Periods provided for in Sec tion 2.05, the Rent provided for in this Article. The term "Rent" shall be defined to include "Base Rent" (as defined below) and any additional rental payable by Tenant to Landlord as provided for in this Lease ("Additional Rent"). All payments of Rent shall be paid to Landlord at Landlord's office indicated below, or to any other place within the continental United States designated by Landlord by at least thirty (30) days' prior written notice to Tenant. In lieu of payment by check, Tenant has the right to pay Rent by wire transfer, by ACH (Automated Clearing House) debit or by other recog nized payment method. The initial address for the payment of Rent to Landlord is:

Jeffrey I. Wooley

3800 West Hillsborough Avenue

Tampa, Florida 33614

Section 3.02 Base Rent. Tenant shall pay to Landlord base annual rent ("Base Rent") as set forth below, in equal monthly installments of one-twelfth (1/12th) thereof, in advance, commencing on the Rent Commencement Date, and on the first day of each calendar month thereafter during the Lease Term. If the Rent Commencement Date is other than the first day of a calendar month, or the Lease Term expires or is terminated on other than the last day of a calendar month, the Base Rent for that month will be prorated based upon the number of days in the month from and after the Rent Commencement Date or prior to the expiration or termination, as applicable. The Base Rent set out below is subject to adjustment as provided for in Section 3.03.

Base Rent:Monthly Base Rent:

$1,280,000.00$106,666.67

Section 3.03 Base Rent Adjustments.

(a)     For purposes of this Section:

“CPI Index” means the Consumer Price Index - All Urban Consumers, U.S. City Average, All Items (1982-1984 equals 100), as published by the United States Department of Labor, Bureau of Labor Statistics. If the CPI Index becomes unavailable, then Landlord shall use any successor index published by the Department of Labor or other agency of the United States government, if substantially equivalent. If no such substantially equivalent index exists, Landlord and Tenant shall agree upon a reasonable substitute index or substitute procedure, which reflects and monitors the increase in consumer pri ces.

“CPI Adjustment Date” means the first day of the eleventh (11^th) Lease Year and the first day of each subsequent Lease Year. (See Paragraph (c) below for a limitation on the start of the CPI Adjustment Dates.)

“CPI Increase” shall mean, as to each CPI Adjustment Date, the increase (expressed as a percentage rounded to the nearest one-tenth of one percent), in the CPI index between the CPI Index for the month three (3) months prior to the month of the applicable CPI Adjustment Date and the CPI index for the same month of the prior year. For example, for a January 1, 2022 CPI Adjustment Date, October 2021 and October 2020. If there is a decrease in the CPI Index, the CPI Increase shall be zero (0).

“Increase Cap” shall mean three percent (3%).

(b)Subject to Paragraph (c) below, on each CPI Adjustment Date, the Base Rent to be paid by Tenant to Landlord pursuant to Section 3.02 of the Lease, shall be increased by the lesser of (i) the CPI Increase and (ii) the Increase Cap.

(c)The CPI Increase will only occur if prior to the applicable CPI Adjustment Date, the Demised Premises has been Adequately Remediated as defined for in Article XX (Environmental Matters). It is the intent of the Landlord and the Tenant that there be no increase in the Base Rent prior to the Demised Premises being Adequately Remediated and all CPI Adjustment Dates occurring prior to that time will be ignored.

Section 3.04 Real Estate Taxes.

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(a)Tenant shall pay, as Additional Rent, all Real Estate Taxes (as defined below) assessed against the Land or Improvements (together, the “Real Property”) accruing after the Rent Commencement Date during the Lease Term (the "Tax Obligation"). Tenant shall pay the Real Estate Taxes directly to the taxing authorities before any fine, penalty, interest or cost may be added t hereto, or become due or be imposed by operation of law for the nonpayment or late payment thereof. Landlord authorizes Tenant to request from any taxing authority having jurisdiction over the Demised Premises that all bills for Real Estate Taxes be sent directly to Tenant. Tenant's liability to pay the Tax Obligation shall be prorated on the basis of a 365-day year for any tax fiscal year only a portion of which is included in a Lease Year; provided that Tenant acknowledges that since it also has the obligation to pay Real Estate Taxes under the Existing Lease there shall be no gap in the Tenant's obligation to pay Real Estate Taxes between the Existing Lease and this Lease. Tenant shall furnish to Landlord, upon request, reasonable evidence of the payment of the Tax Obligation, including receipts of the appropriate taxing authority when available.

(b)The term "Real Estate Taxes" shall mean all real estate taxes and general and special assessments which are levied or assessed against the Real Property by any governmental authority having jurisdiction over the Demised Premises, ordinary or extraordinary, foreseen or unforeseen. Real Estate Taxes do not, however, include any estate, inheritance, succession, capital levy, corporate, franchise, occupancy, gross receipts, rental, transfer or income tax of Landlord. If any non-recurring Real Estates Taxes (e.g., a one-time special assessment) may be paid in installments, Tenant may elect to pay the particular Real Estate Tax in installments; Tenant shall be responsible to pay all the installments due and payable within the Lease Term, but not those due and payable after the Lease Term.

(c)Unless there is an existing Default by Tenant under this Lease, Tenant shall have the right to contest the amount or validity, or otherwise seek an exemption or abatement of any Real Estate Taxes and to seek a reduction in the valuation of the Real Property for Real Estate Tax purposes by appropriate proceedings diligently conducted in good faith (a &ldquo ;Tax Contest”). Tenant shall provide Landlord written notice of its intent to initiate a Tax Contest prior to the formal filing of any Tax

Contest by Tenant and will pursue any Tax Contest with reasonable diligence and in accordance with applicable procedures and requirements. In any instance where any Tax Contest is being undertaken by Tenant, Landlord shall fully cooperate with Tenant in the Tax Contest including, without limitation the execution of any and all documents required in connection therewith and, if required by any law, rule or regulation, by joining with Tenant in the Tax Contest or allowing it to be brought in Landlord name; provided that Landlord shall have no obligation to incur any costs or expenses in connection with such cooperation, unless Tenant agrees in writing to directly pay or to reimburse Landlord for the cost or expense. Tenant shall be entitled to any refund of any Real Estate Taxes (including any penalties or interest thereon) received by Tenant or Landlord, whether or not the refund was a result a Tax Contest, which relate to the period Tenant is responsible for the payment of Real Estate Taxes under this Lease or the Existing Lease.

(d)If permitted under applicable law, Tenant may delay the payment of any Real Estate Taxes that are the subject of a Tax Contest until the amount of Real Estate Taxes due is finally determined; provided that (i) Tenant shall be responsible for any interest, fines or penalties assessed as a result of such delay; (ii) in no event shall Tenant allow a tax sale for the sale of the Real Property as a result of the non-payment of Real Estate Taxes to be scheduled; (iii) Tenant shall indemnify Landlord against any claims arising out of such delay of payment, including without limitation any fines or penalties assessed in connection therewith; and (iv) Tenant shall post any security required in connection therewith by the taxing authority.

Section 3.05 Personal Property Taxes. Tenant shall be responsible to pay, before delinquent, all taxes and assessments levied or assessed against the Tenant's Personal Property (as defined in Section 13.02) by any governmental authority (“Personal Property Taxes”).

Section 3.06 Sales or Rent Taxes. Tenant shall pay to Landlord, together with each installment of Base Rent or Additional Rent due under this Lease, the amount of any sales, use or occupancy tax (the “Sales Tax”) now or hereafter imposed upon the Base Rent or Additional Rent under this Lease that is customarily paid by lessees in the State of Florida. The exclusion of a tax from the definition of Real Estate Taxes does not prevent it from qualifying as a Sales Tax under this Section. Landlord will be responsible to remit all Sales Tax paid by Tenant to the applicable authorities as and when due and to deliver evidence of the payment thereof to Tenant within ten (10) days after a written request from Tenant therefor.

ARTICLE IV.

USE

Section 4.01 Permitted Use. The Demised Premises may be used and occupied for the operation of a car dealership and all related uses and all ancillary uses and, with Landlord' s prior written consent, for any other lawful use or purpose (the “Permitted Use”).

Section 4.02 No Operating Covenant. This Lease does not contain an operating covenant or other requirement that Tenant operate any particular business or engage in any particular activity at the Demised Premises; provided that a lack of business operations shall not excuse Tenant from its obligation to pay Rent, maintain the Improvements and to ot herwise comply with the terms of this Lease.

Section 4.02 Utilities. Landlord has no obligation to provide any utility service to the Demised Premises. Landlord does not warrant that the utilities available at the Premises are adequate for Tenant's Permitted Use and shall have no liability for any inadequacy or cessation of utility service to the Demised Premises, except only if the direct result of Landlord's negligence or wrongful acts (or that of any of its agents, employees or contractors).

ARTICLE V.

CONSTRUCTION AND ALTERATIONS

Section 5.01 Tenant's New Improvements. Landlord and Tenant acknowledge that Tenant intends to (but is not required or committing to) raze some or all of the Existing Improvements and to construct certain new Improvements for the continued operation of a Toyota dealership (the “Contemplated Redevelopment”).

Section 5.02 Approval of Plans. If Tenant proceeds with the Contemplated Redevelopment, Tenant will submit to Landlord for its approval plans and specifications for the Contemplated Redevelopment (together with any revisions thereto, the “Preliminary Plans”). Landlord will respond to any Preliminary Plans submitted by Tenant within fifteen (15) days following receipt thereof with (i) approval of the Preliminary Plans or (ii) disapproval of the Preliminary Plans together with the specific objections and the corresponding changes required to obtain Landlord's approval. If Landlord fails to respond to any Preliminary Plans within the 15-day response period the Preliminary Plans submitted by Tenant shall be deemed approved. Landlord may not object to any elements of the Preliminary Plans reflected in a prior set of Preliminary Plans and not objected to by Landlord. The Preliminary Plans as approved by Landlord and Tenant are referred to in this Lease and the “Final Plans”. During the permitting process, Tenant may make the revisions to the Final Plans required by the approving agencies without Landlord's consent so long as the value, quality of construction and functionality of the contemplated improvements is not materially reduced. In addition, elements in or changes or modifications of the Preliminary Plans or Final Plans shall not be subject to Landlord's approval (and Landlord may not object thereto) if required or requested by (i) the automobile manufacturer providing the franchise for the dealership to be operated at the Demised Premises (the “Automobile Manufacturer” ) or (ii) any Applicable Governmental Authority as a result of the Landlord's Environmental Matters (as such terms are defined in Article XX).

Section 5.03 Alterations. In addition to the Contemplated Redevelopment (and before or after it occurs, or if it does not occur), Tenant shall have the right to make changes, alterations, or additions ("Alterations") to the Demised Premises; provided that the following Alterations shall require the Lan dlord's consent: (i) any Alteration that, after completion, would materially reduce the value of the Demised Premises (unless required or directed by governmental authorities or the Automobile Manufacturer), and (ii) an overall redevelopment of the Demised Premises after or in lieu of the Contemplated Redevelopment. For Alterations requiring Landlord's consent, the terms and procedure set out in Section 5.02 shall be followed, pursuant to which Landlord and Tenant shall agree upon the plans and specifications for the Alteration. All Alterations will be at Tenant's cost and expense.

Section 5.04 Work Requirements. The Contemplated Redevelopment (if it occurs) and all Alterations shall be performed (i) at Tenant's cost and expense (subject to Section 20.09); (ii) in accordance with applicable governmental laws, codes, ordinances and regulations (collectively, “Laws”); (iii) in a good and workmanlike manner using quality labor and materials (comparable or superior to the Existing Improvements); and (iv) in all material respects in accordance with the plans and specifications approved by Landlord, if Landlord's approval of plans and specifications is required by this Article (e.g., the Final Plans as to the Contemplated Redevelopment).

Section 5.05 Construction Liens. If any mechanic's or construction lien (a “Construction Lien”) is filed against the Demised Premises arising out of Contemplated Redevelopment or any Alterations or other work, materials or services provided to Tenant, Tenant shall, at its own cost and expense, cause the same to be discharged of record or transferred to a bond or other security so that it no longer encumbers the Demised Premises, within thirty (30) days after written demand from Landlord. If Tenant fails to comply with the

foregoing provisions, Landlord shall have the option, upon fifteen (15) days' prior written notice to Tenant, of itself discharging any such lien, and Tenant shall reimburse Landlord for all reasonable costs and expenses incurred in connection therewith.

Section 5.06 Construction Liens Prohibition. The interest of Landlord in the Demised Premises shall not be subject to liens for improvements made by or on behalf of Tenant. The Memorandum of Lease, provided for in Section 18.12, contains a notice of this lien prohibition pursuant to Section 713.10 of the Florida Construction Lien Law.

Section 5.07 Construction Deliveries. Tenant will deliver to Landlord such items that Landlord (or any Fee Mortgagee) may reasonably request relative to the Contemplated Redevelopment to the extent in Tenant's possession or subject to Tenant's control, including, but not limited to, su rveys, plans and specifications, construction contracts, title updates, lien releases and waivers, notices to owner, contractor's affidavits and claims of lien. This is intended to allow Landlord to stay fully informed as to the status of the Contemplated Redevelopment, it is not intended to require Tenant to obtain or prepare any items that would not otherwise be obtained or prepared by Tenant.

Section 5.08 Permits and Approvals Contingency. If, despite good faith and diligent efforts, Tenant fails to obtain all permits, approvals, agreements, consents and other authorizations ( collectively, the “Permits and Approvals”) which are necessary or desirable to construct the Contemplated Redevelopment consistent with the requirements of this Lease and the Automobile Manufacturer on or before December 31, 2013 (the “Outside Permitting Date”), as a result of Landlord's Environmental Matters (as defined in Section 20.01), then Tenant may, by notice to Landlord (the “Early Expiration Notice”), elect to accelerate the Expiration Date of this Lease to a date (the “Early Expiration Date”) selected by Tenant; provided that the Early Expiration Date shall be no earlier than the later of (I) the first anniversary of the Outside Permitting Date and (II) September 16, 2013. To be effective, the Early Expiration Notice must be given no later than the sixtieth (60^th) day following the Outside Permitting Date. If the Early Expiration Notice is given then the Early Expiration Date shall become the Expiration Date of this Lease and this Lease and the Lease Term shall expire on the Early Expiration Date in lieu of the Expiration Date originally set out in Section 2.01. As used in this Section Permits and Approvals include, but are not limited to (i) site plan approvals, planned development approvals, special exceptions and variances, site developmen t permits, stormwater management permits and building permits required for the Contemplated Redevelopment; and (ii) approvals, agreements, consents and other authorizations required in connection with the Landlord's Environmental Matters referenced in Article XX (“Environmental Redevelopment Permits”). Landlord acknowledges that the Environmental Redevelopment Permits may have requirements different than, in addition to, or with timing different than would otherwise be required by the Consent Order (as defined in Section 20.01) or would otherwise be implemented by Landlord (for example, a requirement that contaminated soils be removed from the Demised Premises at the time the new Improvements to be part of the Contemplated Redevelopment are constructed).

Section 5.09 Coordination of Environmental Redevelopment Permits. Landlord and Tenant acknowledge that the Environmental Redevelopment Permits will need to be coordinated between them, which the parties anticipate doing in connection Landlord's approval of the Preliminary Plans and Tenant's efforts to obtain the Permits and Approvals. Landlord and Tenant agree that all Environmental Redevelopment Permits that will (i) directly impact or increase the cost or scope of Landlord's work under the Consent Order or (ii) conflict with or materially interfere with Landlord's work under the Consent Order, must be approved by Landlord.

Section 5.10 Landlord Cooperation. Landlord shall fully cooperate with Tenant in connection with obtaining the Permits and Approvals and otherwise in connection with the Contemplated Redevelopment

and any Alterations, which cooperation shall include, without limitation the execution of any and all documents required in connection therewith; provided that Landlord shall have no obligation to incur any costs or expenses in connection with such cooperation, unless (i) Tenant agrees in writing to directly pay or to reimburse Landlord for the cost or expense or (ii) the costs and expenses are the result of any of the Landlord's Environmental Matters.

ARTICLE VI.

REPAIRS, MAINTENANCE AND COMPLIANCE WITH LAWS

Section 6.01 Tenant Repairs and Maintenance. Tenant shall, at its cost and expense, maintain the Improvements in good order and condition and shall make any necessary repairs thereto, interior and exterior, structural and non-structural (including foundation and roof). When used in this Article, the term "repairs" shall include all required replacements. The necessity for and adequacy of the maintenance and repairs pursuant to this Article shall be measured by the standard by which buildings and related facilities of similar use, age , construction and class are generally maintained.

Section 6.02Specific Maintenance Items. Without intending to limit the scope of Section 6.01, Tenant shall (i) maintain the parking area in good condition, including repaving and restriping as and when necessary, (ii) maintain the parking area lighting in working order, including replacement of lamps as and when necessary, (iii) maintain the landscaping in a reasonably attractive condition, including the remova l of dead plants or trees, (iv) maintain the HVAC equipment serving the Improvements in good working order, and (v) provide for pest control as and when necessary. Tenant shall, however, have the right to defer maintenance and repairs required under this Section and Section 6.01, to the extent that the subject Improvements will be impacted by the Contemplated Redevelopment.

Section 6.03Trash and Refuse Removal. Tenant will be responsible, at its cost and expens e, to provide for regularly scheduled pick-up of the trash and refuse generated by any business operated by Tenant (or any subtenant) at the Demised Premises.

Section 6.04 Compliance with Laws. Tenant shall, from and after the Tender Date, at its cost and expense, cause the Demised Premises and its operations thereon to comply with all applicable Laws. Tenant may, however, contest or appeal the application or validity of any Law, by appropriate process or proceeding. Tenant will be fully responsible for and shall indemnify Landlord from and against any fines or penalties arising out of any non-compliance with any Laws by Tenant, regardless of whether or not any contest or appeal is pending. This Section does not apply to, and “Laws” when used in this Section does not include, “Environmental Laws”; the responsibility to compliance with Environmental Laws has been allocated as provided for in Article XX (Environmental Matters).

Section 6.05 Return of Demised Premises. Upon the expiration of the Lease Term or earlier termination of this Lease, Tenant shall surrender the Demised Premises to Landlord, broom-clean , in good order and condition and maintained in accordance with this Article, subject however to: any Casualty or Taking (which are controlled by Articles VIII and IX) and reasonable wear and tear and obsolescence.

ARTICLE VII.

INSURANCE AND INDEMNITY

Section 7.01 Required Insurance. Tenant shall at its expense provide and cause to be maintained:

(a)Commercial general liability insurance (or successor or alternative type of commercial liability insurance then customarily carried) against claims for bodily injury, death or property damage

occurring on, in or about the Demised Premises (the “Liability Insurance”). The Liability Insurance shall have minimum limits of $2,000,000 per occurrence and $5,000,000 annual aggregate and shall name Landlord as an additional insured. The Liability Insurance limits (over the initial $500,000) may be met through umbrella or excess liability coverage.

(b) Property insurance against loss or damage by fire and such other risks to the Improvements as are included in so-called "extended coverage" endorsements (or successor or alternative type of commercial property insurance then customarily carried) (the “Property Insurance”). The Property Insurance shall be in an amount sufficient to prevent Tenant from being a co-insurer within the terms of the policy in question and in no event for less than eighty percent (80%) of the replacement value of the buildings located on the Land, exclusive of the cost of foundations, excavations and footings, without any deduction being made for depreciation and shall name Landlord as an insured, as its interest may appear.

(c)During the Contemplated Redevelopment and during any other period of any significant construction at the Demised Premises, builder's risk insurance against loss or damage by fire and such other risks as are included in so-called "extended coverage" endorsements (or successor or alternative type of insurance covering construction in process then customarily carried) (the “Builder's Risk Insurance”). The Builder's Risk Insurance shall name Landlord as an insured, as its interest may appear.

(d)Worker's compensation insurance, as and to the extent required by Florida law.

Section 7.02 Insurance Requirements. All insurance provided for in this Article shall be effected under policies issued by insurers selected by Tenant which are licensed to do business in the State in which the Demised Premises are located and acceptably rated (i.e., not having a cautionary rating for financial standing) by a national rating organization. Tenant shall on request provide to Landlord certificates evidencing current Property Insurance and Liability Insurance policies, together with evidence that the policies have been paid for. Tenant's Liability Insurance and Property Insurance may (i) be carried under a blanket or comprehensive policy covering the Demised Premises and other properties or Tenant and its affiliates and (ii) have a commercially reasonable deductable or self insured amount based upon the financial standing of Tenant.

Section 7.03 Indemnity by Tenant. Tenant covenants to indemnify, defend and hold Landlord harmless from and against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, “Claims and Damages”), for loss of life, personal injury and/or damage to property arising out of any occurrence, in or upon the Demised Premises or any part thereof, occasioned or caused by the negligence or wrongful act of Tenant, or its agents, employees or contractors, but excluding any Claims and Damages within the scope of Section 7.04 (Indemnity by Landlord). This Section does not apply to matters within the scope of Landlord's indemnity or otherwise arising out of Landlord's Environmental Matters under Article XX (Environmental Matters). This Section shall survive the expiration or any termination of this Lease.

Section 7.04 Indemnity by Landlord. Landlord covenants to indemnify, defend and hold Tenant harmless from and against any and all Claims and Damages for loss of life, personal injury and/or damage to prop erty arising out of (i) any entry by Landlord upon the Property as contemplated by Article XII (Landlord's Access) or (ii) any occurrence, in or upon the Demised Premises or any part thereof, occasioned or caused by the negligence or wrongful act of Landlord, or its agents, employees or contractors. This Section does not apply to matters within the scope of Tenant's indemnity or otherwise arising out of or related to Tenant's Environmental Matters under Article XX (Environmental Matters). This Section shall survive the

expiration or any termination of this Lease.

ARTICLE VIII.

DAMAGE OR DESTRUCTION

Section 8.01 Restoration. If the Improvements, or any part thereof, shall be damaged or destroyed by fire or other casualty o f any kind or nature (a “Casualty”), Tenant shall proceed with due diligence (subject to a reasonable time allowance for the purpose of obtaining insurance proceeds and the required permits and approvals) to repair, replace or rebuild the Improvements to a condition consistent with the requirements of Articles V and VI (the "Restoration Work").

Section 8.02 Payment of Insurance Proceeds. If the estimated cost of the Restoration Work is less than the greater of (i) one year's Base Rent or (ii) ten percent (10%) of Tenant net worth, all insurance proceeds payable as a result of the Casualty shall be paid directly to Tenant to be used to complete the Restoration Work. Otherwise, all insurance proceeds payable as a result of damage to the Improvements, shall be paid to a bank, trust company of title company, selected by Tenant, subject to the written approval of Landlord (the "Depositary"), to be held in trust or escrow for purpose of paying the cost of the Restoration Work (such funds being referred to as the “Escrowed Funds”). L andlord will fully cooperate with Tenant and promptly execute and deliver any documents required to provide for the disbursement of the insurance proceeds consistent with this Section. The Escrowed Funds will be advanced from time to time in draws (the “Draws”) to Tenant as the Restoration Work progresses upon certified request of Tenant's architect or engineer and receipt by Landlord of (to the extent not previous delivered): (i) copies of the contracts and plans and specifications for the Restoration Work, (ii) a title search indicating that no Construction, Liens have been filed and not discharged, (iii) evidence of available funds equal to the difference between the Escrowed Funds and the sum necessary to complete the Restoration Work, (iv) evidence of the state of completion of the Restoration Work and of performance of the Restoratio n Work in a good and workmanlike manner in accordance with the contracts and plans and specifications through certification by the Tenant's architect or engineer, and (v) customary lien waivers and releases. Within five (5) days of receipt of the items set out above, Landlord agrees to execute a consent document reasonably satisfactory to the Depository to release an amount of the Escrowed Funds requested by the applicable Draw.

Section 8.03 No Abatement of Rent. Except as provided for in Section 8.04 below, Tenant's obligation to pay the Rent under this Lease shall not be affected by any Casualty, regardless of whether the Improvements are partially or totally damaged or destroyed. Except as provided for in this Lease, Tenant waives any right under any existing or future statute that allows a tenant to terminate a lease in the event of the damage or destruction of the leased premises.

Section 8.04 Termination Events. If (i) the existing buildings on the Land (the “Damaged Improvements”) shall be substa ntially damaged or destroyed by Casualty, such that the cost of the Restoration Work is in excess of one-half (50%) of the replacement cost of the Damaged Improvements (before the Casualty), exclusive of foundations, excavations and footings, and (ii) there are less than two (2) years remaining in the Lease Term, then Tenant may elect not to do the Restoration Work, but to terminate this Lease by serving upon Landlord, within one hundred twenty (120) days after the date of the Casualty, written notice of Tenant's election to so terminate (a “Casualty Termination Notice”). In the event of a Casualty Termination Notice, this Lease shall terminate effective at the end of the calendar month in which the Casualty Termination Notice is given (the “Casualty Termination Date”). Prior to the Casualty Termination Date, Tenant shall pay to Landlord, an amount equal to (y) any unpaid Rent through the Casualty Termination Date and (z) the Property Insurance proceeds (together with any deductible or self insured amount) up to the amount reasonably estimated by a third-party general contractor as required to restore the Damaged Improvements (but not any of Tenant's Property).

ARTICLE IX.

EMINENT DOMAIN

Section 9.01 Total Taking. If substantially all of the Demised Premises or access thereto or therefrom shall be taken for any public or quasi-public use under any statute or by right of eminent domain, or by private purchase in lieu thereof (a "Taking"), then Tenant may elect to terminate this Lease as of the date that title has been so taken (the "Vesting Date").

Section 9.02 Partial Taking. In the event of a Taking of less than substantially all of the Demised Premises, Tenant may elect to terminate this Lease and not restore the Improvements if (i) the Demised Premises is, as a result of the Taking (included any resulting or associated loss of or restrictions on ac cess), no longer suitable for Tenant's use or no longer in compliance with the requirements of the Automobile Manufacturer; provided that a failure to meet all the requirements of the Automobile Manufacture shall not necessarily justify a termination hereunder if the unmet requirements were also not met before the Taking and there is no risk that any dealership franchise for the Demised Premises will be lost or limited as a result of the Taking; or (ii) the Taking occurs during the last two (2) years of the then existing Lease Term. In the event Tenant elects by reason of the foregoing events to terminate this Lease, Tenant shall give written notice of such election to Landlord (a “Taking Termination Notice”), and the Lease Term shall expire and come to an end as of the last day of the calendar month in which the Taking Termination Notice is given. Upon such termination, the Rent shall be adjusted to the date of termination and neither party shall have any further rights or liabilities hereunder, subject, however, to the implementation of the provisions below.

Section 9.03 Restoration. In case of a Taking that does not result in a termination of this Lease, Tenant, at its cost and expense, shall proceed with diligence (subject to reasonable time periods for obtaining the condemnation proceeds and required permits and approvals) to restore the remaining Improvements to as close to the pre-Taking condition as is reasonably practical given the area tak en (all such restoration work being referred to in this Article as "Restoration Work"). To the extent needed to complete the Restoration Work, the award and other consideration paid, recovered or recoverable in connection with the Taking (the “Condemnation Award”) shall be paid to Tenant or to the Depository ( as applicable and in the same manner as insurance proceeds under Section 8.02), for Tenant to use to complete the Restoration Work. If the Taking does result in a termination of this Lease, Landlord shall be responsible for the Restoration Work. The remainder of the Condemnation Award (and any excess from amounts set aside for the Restoration Work) shall be payable to the parties in accordance with the provisions of Section 9.04.

Section 9.04 Distribution of Awards. Any Condemnation Award shall be disbursed and allocated to Landlord and Tenant in accordance with their respective interest as of the date of the Taking, as provided for by the laws of the State of Florida. Landlord and Tenant agree to fully cooperate to cause the distribution of any Condemnation Award in accordance with this Section. The Condemnation Award shall not be deemed to include Business Damages (as defined in Section 9.05), but Business Damages shall not include any award for the taking of the Land, Improvements o r leasehold estate created in favor of Tenant under this Lease.

Section 9.05 Business Damages. In addition to the recovery set out above in this Article, Tenant shall be entitled to claim, prove and receive in connection with any Taking such awards as may be allowed for moving and relocation expenses, loss of trade fixtures and other personal property, or for loss of or damage to its business (as compared to the Demised Premises) (collectively, “Business Damages”).

Section 9.06 Temporary Taking. A temporary taking shall not affect this Lease. Any compensation for a temporary Taking (to the extent within the Lease Term) shall be payable to Tenant without participation by Landlord.

Section 9.07 Consent Required for Settlement. Neither Landlord nor Tenant shall make any settlement with the condemning authority or convey any portion of the Demised Premises or Improvements to such authority in lieu of condemnation or consent to any Taking, without the consent of the other.

ARTICLE X.

REPRESENTATIONS AND WARRANTIES

Section 10.01 Authority. Tenant hereby represents and warrants to Landlord that (i) Tenant is a duly authorized and validly existing Delaware limited partnership; (ii) Tenant has the full right and authority to enter into this Lease; (iii) the person executing this Lease on behalf of Tenant is authorized to do so; and (iv) this Lease constitutes a valid and legally binding obligation of Tenant. Landlord represents and warrants to Tenant that (i) Landlord has the full right and authority to enter into this Lease; and (ii) this Lease constitutes a valid and legally binding obligation of Landlord.

Section 10.02 Ownership and Title Exceptions. Landlord represents, warrants and covenants that (i) Landlord is the fee owner of the Demised Premises, subject to no title exceptions other than the “Permitted Title Exceptions” listed on Exhibit B and (ii) Landlord will protect and defend Tenant's rights and leasehold estate created by this Lease against all claims and demands other than those arising out of the Permitted Title Exceptions. Landlord agrees not to (y) amend, consent to the amendment of, or grant any consent or approval under any document that constitutes a Permitted Title Exception or (z) encumber the Demised Premises with any new title exceptions (other than a Fee Mortgage or as requested or approved by Tenant).

Section 10.03 Title Insurance Policy. Landlord will provide such documents and documentation as the title insurance company issuing a title insurance policy in favor of Tenant (the “Title Policy”) may reasonably require in order to insure Tenant's leasehold estate, subject to no exceptions other than the Permitted Title Exceptions. The premium and other costs (e.g., search fees) in connection with the Title Policy shall be paid one-half by Landlord and one-half by Tenant. Tenant shall be responsible for the cost of the Survey of the Demised Premises.

A RTICLE XI.

DEFAULT

Section 11.01 Tenant Default. The following shall constitute a “Default” under this Lease: (i) if Tenant shall fail to pay any Base Rent or any Additional Rent when due under this Lease and such failure is not cured within ten (10) days after written notice there of by Landlord to Tenant of the failure, or (ii) if Tenant fails to perform or comply with any other term, covenant or condition of this Lease and such failure is not cured within thirty (30) days after written notice by Landlord to Tenant of the failure; provided that if the failure cannot reasonably be cured within thirty (30) days and Tenant commences the cure within the thirty (30) day period, the thirty (30) day period shall be extended for such additional time as is required to cure the failure using due diligence and commercially reasonable efforts.

Section 11.02 Landlord Remedies. In the event of a Default, Landlord may, at any time thereafter while the Default is outstanding:

(a)terminate this Lease and Landlord, its agents or representatives, may reenter and retake the Demised Premises and Landlord may recover from Tenant all Rent due (prorated to the date of termination) together with all costs and expenses incurred to place the Demised Premises in the condition that Tenant is required to deliver the Demised Premises to Landlord upon the expiration of the Lease Term; or

(b)retake possession of the Premises without terminating the Lease and use commercially reasonable efforts to relet the Demised Premises in whole or in part, altering, changing or subdividing same as in its reasonable judgment may accomplish the best rental results, at such rental reasonably approximating a fair market rental and upon such terms and for such length of time (whether less or greater than the unexpired portion of the Lease Term), as Landlord may reasonably provide, and Ten ant shall be liable to Landlord for the deficiency between the Rent provided for herein and the rental collected by Landlord for the period of such reletting, not exceeding, however, the balance of the Lease Term (after deducting therefrom the amortization over the period of the reletting of the reasonable cost of such reletting, including brokerage fees and legal fees in a reasonable amount); or

(c)exercise any other right or remedy in addition to and not inconsistent with the foregoing as is available to Landlord under Florida law.

Section 11.04 Bankruptcy. If (i) Tenant files a petition for bankruptcy, or (ii) any creditor files a petition for bankruptcy of Tenant or if a trustee shall be appointed for all or substantially all of the business or assets of Tenant, and if such filing or appointment has not been vacated or withdrawn within ninety (90) days thereafter, or (iii) if a general assignment is made by Tenant for the benefit of creditors, or (iv) a receiver is appointed to operate the Demised Premises; or (iv) this Lease and the Demised Premises is seized by creditors by authority of any attachment or execution proceedings, Landlord may, at its option in any of such events, on ten (10) days' notice to Tenant, i f such action is not vacated or withdrawn within such ten (10) day period, immediately recapture and take possession of the Demised Premises and terminate this Lease pursuant to process of law and exercise all rights and remedies that Landlord has in the event of a Default hereunder.

Section 11.05 Attorneys' Fees. In the event of any litigation arising out of this Lease or the Landlord/Tenant relationship created by this Lease, the prevailing party in any such litigation shall be entitled to recover all reasonable costs, charges and expenses incurred in connection therewith, including reasonable attorneys' fees.

Section 11.06 Late Fee. If any sum due under this Lease is not paid within ten (10) days of its due date, an administrative late fee (the “Late Fee”) equal to four percent (4%) of the amount past due shall also be immediately due and payable.

Section 11.07 Default Interest. Interest, at the Default Rate (defined below), shall accrue on any amount due and owing from either Landlord or Tenant to the other under this Lease, that is not paid within ten (10) days after notice from the party entitled to payment to the other that the amount is past due (which notice may be a the notice otherwise provided for under this Lease). Following such ten (10) day period, interest, at the Default Rate, shall accrue, beginning retroactively as of the due date, on any amount remaining unpaid until paid. The “Default Rate” is an annual interest rate equal to the lesser of (a) the maximum rate permitted by law, or (b) the greater of (y) Prime Rate of interest (or the average thereof, if more than one) as published by the Wall Street Journal on the date such payment was due plus five percent (5%), and (z) twelve percent (12%).

Section 11.08 Waiver of Jury Trial. Landlord and Tenant waive and agree not to seek trial by jury in any action relating to or arising out of this Lease or the Landlord/Tenant relationship created under this Lease.

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ARTICLE XII.

LANDLORD'S ACCESS

Section 12.01 Reserved Access Right. Landlord and its designees shall have the right, with reasonable prior notice to Tenant, to enter upon the Demised Premises during times reasonably agreed upon by Landlord and Tenant to (i) inspect the Demised Premises, (ii) investigate Tenant's compliance with the terms of this Lease, (iii) in connection with its obligations under the Consent Order or as otherwise required to fulfill its obligations under Article XX (Environmental Matters), or (iv) during the period commencing one (1) year prior to the end of the Lease Term, to show the Demised Premises to prospective tenants. At Tenant's option Landlord or its designee shall be accompanied by an employee of Tenant while on the Demised Premises.

Section 12.02 Access Conditions. Any entry by Landlord onto the Demised Premises shall be subject to the following additional conditions: (i) Landlord's entry (and any work within the Demised Premises) shall be performed (except to the extent required by emergency circumstances) in a manner so as to minimize any adverse impact on Tenant's business operations; (ii) Landlord shall promptly (i.e., as quickly as possible using all commercially reasonable efforts) repair any damage to the Demised Premises or Tenant's Personal Property caused by its entry or work to Tenant's reasonable satisfaction; and (iii) Landlord shall otherwise use all commercially reasonable efforts to conduct any entry and per form any work in a manner to minimize any adverse impact to the Demised Premises or Tenant's use and enjoyment of the Demised Premises.

ARTICLE XIII.

IMPROVEMENTS, FIXTURES AND PERSONAL PROPERTY

Section 13.01 Ownership of Improvements. All Improvements constructed by Tenant upon the Land, and any Alterations to the Improvements shall be and remain the property of Tenant throughout the Lease Term, including any Renewal Periods. Upon the expiration of the Lease Term or earlier termination of this Lease, all such Improvements, exclusive of Tenant's Property (as defined below) shall, without the need for any further instrument, become the property of Landlord.

Section 13.02 Tenant's Property. All trade fixtures, equipment, inventory, furniture , signage (but not any monument structure on which the signage is located) and other personal property (“Tenant's Property”) shall be and remain the property of Tenant both throughout the Lease Term and upon the expiration or earlier termination of this Lease. As used in the definition of Tenant's Property, “trade fixtures” means fixtures used in connection with the conduct of business at the Demised Premises which are attached to the Improvements, but only in a manner such that they can be removed without damage to the Improvements, other than minor or cosmetic damage. Tenant shall be responsible to repair any damage to the Demised Premises caused by the removal of Tenant's Property, including, but not limited to Tenant's trade fixtures. Any of Tenant's Property remaining at the Demised Premises for more than thirty (30) days following the expira tion or earlier termination of this Lease shall be deemed abandoned by Tenant and Landlord may dispose of such abandoned property as Landlord deems appropriate without any accounting to Tenant. Tenant's Property shall not, however, include (i) any equipment or fixtures which are part of the base building systems serving the Improvements, such as, but not limited to, roof top HVAC Units, plumbing fixtures and lighting fixtures (other than supplemental or specialty lighting fixtures and bulbs) or (ii) floor and wall covering affixed to the floor or walls, such as, but not limited to, carpeting, tile and paneling.

ARTICLE XIV.

ASSIGNMENT AND SUBLETTING

Section 14.01 Right to Assign and Sublease. Tenant may not assign this Lease or sublet the Demised Premises, without the consent of Landlord; except that Tenant may assign this Lease or sublet all or any part of the Demised Premises without the consent of Landlord (I) to any “Affiliate” (as defined below) or (II) in connection with a sale of the automobile dealership located at the Demised Premises. Any assignment or

sublease (with or without Landlord's consent) shall be subject to the following conditions: (i) Tenant shall remain liable for the performance of the terms, covenants and conditions of this Lease; and (ii)Tenant shall deliver a copy of the effective instrument (which may have the financial terms redacted) to Landlord either prior to or immediately subsequent to the date of the subject action (except that Tenant shall not be required to provide Landlord with any sublease to any Affiliate); and (iii) the use and possession of the Demised Premises by the assignee of this Lease or subtenant or other occupant of the Demised Premises or any part thereof shall be subject to all the terms, conditions and conditions of this Lease.

Section 14.02 Affiliate Definition. For purposes of this Section, an “Affiliate” of Tenant is an entity that controls, is controlled by or is under common control with Tenant and “control” means the power to (directly or indirectly) elect or appoint the officers, managers or other individuals who hold the authority to make the managerial decisions on behalf of the entity (or the majority of any board that will elect or appoint such individuals). Control of an entity shall be presumed in the case of the ownership (direct or indirect) of a majority of the equity interest in an entity.

ARTICLE XV.

MORTGAGES AND CERTIFICATES

Sec tion 15.01 Fee Mortgage. Landlord shall have the right at any time during the Lease Term, without the consent of Tenant, to subject its fee interest in the Demised Premises, or any part thereof, but not any property of Tenant, to any one or more mortgages, deeds of trust, deeds to secure debt or similar security instrument (as it may be renewed, modified, consolidated, replaced, or extended a "Fee Mortgage"). The owner or holder of any Fee Mortgage as to which Tenant has received written notice shall be referred to as the "Fee Mortgagee". This Lease (including, without limitation , Tenant's leasehold estate and other rights hereunder) shall not be subject or subordinate to any Fee Mortgage except pursuant to the terms of a Subordination, Non-Disturbance and Attornment Agreement (an “SNDA”) to be entered into between Landlord, Tenant and the holder of the Fee Mortgage and in a form acceptable to all parties. The form of SNDA attached to this Lease as Exhibit D is acceptable to Landlord and Tenant.

Section 15.02 Existing Fee Mortgage. Landlord represents and warrants to Tenant that the Demised Premises is not subject to any Fee Mortgage.

Section 15.03 Leasehold Mortgages. Tenant shall have the right at any time during the Lease Term, without the consent of Landlord, to subject this Lease and the leasehold interest in the Demised Premises, or any part thereof, but not any property of Landlord, to a leasehold mortgage, deeds of trust, deeds to secure debt or similar security instrument (as it may be renewed, modified, consolidated, replaced, or extended a "Leasehold Mortgage"); provided that there may only be one Leasehold Mortgage at any one time. The owner or holder of any Leasehold Mortgage as to which Landlord has received written notice shall be referred to as the "Leasehold Mortgagee". In the event of a sale/lease-back transaction (a "Sale Leaseback Transaction") of which the Landlord has been provided notice (pursuant to which Tenant becomes a sub-tenant), the “sub-landlord” (also the Tenant hereunder) shall have the rights pro vided to a Leasehold Mortgagee under Section 15.04 below.

Section 15.04 Rights of Leasehold Mortgagee. Any Leasehold Mortgagee shall have the following rights, provided that a. Landlord has received notice of the name and notice address of the Leasehold Mortgagee or its servicing agent, and b. a copy of the Leasehold Mortgage has been delivered to Landlord:

(a)Landlord will give the Leasehold Mortgagee a copy of any notice, demand or other communication from Landlord to Tenant alleging any default or failure on the part of Tenant or exercising any right or remedy under this Lease simultaneously with the giving of the notice to Tenant.

No exercise by Landlord of any right or remedy with respect to any default or failure on the part of Tenant shall be permitted or effective until the notice provided for in the Paragraph (a) has been given and the cure period provided for in Paragraph (b) below has expired with the default or failure still uncured.

(b)Following receipt of the notice required under Paragraph (a) above, the Leasehold Mortgagee shall have the following cure period to cure the default or failure: (i) twenty (20) days if the default or failure is a failure to pay Base Rent or Real Estate Taxes and (ii) thirty (30) days for any other default or failure, provided that if the default or failure cannot reasona bly be cured within thirty (30) days and the Leasehold Mortgagee commences the cure within said thirty (30) day period, the thirty (30) day period shall be extended for such additional time as is required to cure the failure using due diligence and commercially reasonable efforts, which shall include such time as it necessary for the Leasehold Mortgagee to take possession of the Demised Premises pursuant to the Leasehold Mortgage, so long as (x) Base Rent and Real Estate Taxes remain current, (y) no enforcement action is being pursued against Landlord as a result of any violation of Laws with respect to the Demised Premises (or the Leasehold Mortgagee agrees to indemnify Landlord with respect thereto), and (z) the Leasehold Mortgagee shall commence and pursue in good faith obtaining possession of the Demised Premises. The Leasehold Mortgagee shall have the right but in no event the obligation to cure any default or failure under this Lease. The Leasehold Mortgagee may also abandon any cure or action for poss ession once commenced without being deemed to have assumed any obligation in favor of Landlord.

(c)Landlord and Tenant shall not agree to cancel, terminate or amend this Lease without the consent of the Leasehold Mortgagee. Any cancellation, termination or amendment of this Lease not consented to by the Leasehold Mortgagee as required by this Section may, at the option of the Leasehold Mortgagee, be voided by the Leasehold Mortgagee upon it or a Leasehold Mortgagee Successor becoming the Tenant hereunder. As used in this Paragraph a “Leasehold Mortgagee Successor” includes any other party who may become the Tenant hereunder pursuant to the exercise of any right or remedy under the Leasehold Mortgage or by assignment in lieu thereof.

(d)If this Lease is terminated in any bankruptcy or similar proceeding of Tenant, Landlord shall, upon request of the Leasehold Mortgagee, enter into a new lease with the Leasehold Mortgagee or its designee under all the same terms, covenants and conditions as this Lease (including any Renewal Options) for the remainder of the Lease Term, on the condition that s uch Leasehold Mortgagee agrees (upon the effective date of the replacement lease) to pay all Base Rent and any Tax Obligation past due and unpaid under the Lease.

(e)If the Leasehold Mortgagee becomes the Tenant under this Lease it liability hereunder shall be limited to only the period that it is the Tenant under this Lease and upon an assignment of this Lease it shall be released from all further liability or obligations hereunder for the period from and after the effective date of the assignment.

(f)Landlord agrees to provide to any Leasehold Mortgagee, within twenty (20) days after a request therefor, (i) any certificate reasonably requested by the Leasehold Mortgagee certifying the accuracy of any reasonably requested statements relative to the Lease and (ii) any agreement reasonably requested by the Leasehold Mortgagee to restate, confirm or reaffirm in favor of the Leasehold Mortgagee the terms of this Article that run to the benefit of the Leasehold Mortgagee.

(g)So long as any Leasehold Mortgage is in place, there shall be no merger of the

leasehold estate created by this Lease and the fee interest in the Demised Premises, notwithstanding that the two interests may come into common ownership, without the prior written consent of the holder of the Leasehold Mortgagee.

(h)If Tenant shall fail to exercise any Renewal Option, Landlord shall notify the Leasehold Mortgagee of such failure, and from receipt of the notice, the Leasehold Mortgagee shall gave a period of thirty (30) days to cause the Tenant to exercise such Renewal Option.

(i)Tenant shall not be deemed to be acting unreasonably in not providing any consent or approval under this Lease, if the Leasehold Mortgagee objec ts to Tenant proving such consent or approval.

(j)Each Leasehold Mortgagee shall be deemed an intended third party beneficiary of this Article as it relates to Leasehold Mortgages.

Section 15.05 No Subordi nation of Fee. Nothing in this Article is intended to give Tenant any right, power or authority to encumber Landlord's fee interest in the Demised Premises and no Leasehold Mortgage shall encumber Landlord's fee interest in the Demised Premises.

Section 15.05 Certificates. Each of Tenant and Landlord shall, within twenty (20) days of the request of the other and without charge, at any time and from time to time, for reliance by the requesting party and any designated interested third party, deliver a duly executed and acknowledged instrumen t certifying: (i) this Lease is unmodified and in full force and effect, or if there has been any modification, that this Lease is in full force and effect as modified and stating any such modification; (ii) the date to which Base Rent, Real Estate Taxes and Additional Rent have been paid; (iii) whether or not there are then existing any known claim against the requesting party under the Lease or defenses to the enforcement of the Lease by the requesting party; and (iv) such other reasonably ascertaining factual matters relating to the Lease or the Demised Premises as the requesting party may reasonably request, but excluding information reasonably deemed confidential or proprietary by the responding party.

ARTICLE XVI.

BROKERS

Section 16.01Brokers Recognized. Landlord and Tenant each represents that it has dealt with no broker (or other party who might claim a commission or similar fee) in connection with this Lease.

Section 16.02Indemnification. Landlord shall defend, indemnify and hold harmless Tenant from and against any claims, liabilities, damages, costs or expenses (including attorneys' fees) arising out of any claims or demands for brokerage commissions or similar fee otherwise arising out of Landlord's actual or alleged commitments to or dealings with the claiming party. Tenant shall defend, indemnify and hold harmless Landlord from and against any claims, liabilities, damages, costs or expenses (including attorneys' fees) arising out of any claims or demands for brokerage commissions or similar fee arising out of Tenant's actual or alleged commitments to or dealings with the claiming party.

ARTICLE XVII.

NOTICES

Section 17.01 Method of Notice. Any notice, demand, request, consent, a pproval or other communication by and between Landlord and Tenant (each a "Notice") required or otherwise made under this Lease shall be in writing and given (i) by hand delivery, with a confirmation evidencing the place where

and the person to whom delivered; (ii) by registered or certified mail, return receipt requested, or (iii) by a nationally recognized overnight courier service with the ability to confirm delivery, addressed as follows:

If to Landlord:	Jeffrey I. Wooley 3800 West Hillsborough Avenue Tampa, Florida 33614 Telephone:(813) 865-8000 Mobile:(813) 240-4046 Facsimile:(813) 874-2338
with a simultaneous copy to Landlord's Counsel:	Foley & Lardner LLP 100 North Tampa Street Suite 2700 Tampa, Florida 33602-5810 Attention:Walter C. Little Telephone:(813) 225-4161 E-Mail:wlittle@foley.com Facsimile:(813) 221-4210
If to Tenant:	Asbury Automotive Tampa, L.P. 2905 Premiere Parkway, NW, Suite 300 Duluth, GA 30097 Attention:George Karolis Vice President Corporate Development and Real Estate Telephone:(770) 418-8200 E-Mail:gkarolis@asburyauto.com< /font> Facsimile:(678) 550-9054
with simultaneous copy to	Asbury Automotive Group, Inc. Vice President & General Counsel 2905 Premiere Parkway, NW, Suite 300 Attention:Elizabeth B. Chandler Telephone:(770) 418-8200 E-Mail:echandler@asburyauto.com Facsimile:(678) 550-9054

Section 17.02 Notice Given. Notice given in accordance with this Section shall be deemed to be given and received on the earlier of (i) the day actually received, or (ii) t he day receipt is refused by the addressee, or (iii) the date of attempted delivery, if delivery was not possible because the address is no longer valid and an updated address has not been provided (and is not otherwise readily available) to the party giving notice.

Section 17.03 Change of Address. A party's Notice address(es) set out above may be changed by Notice to the other party given in accordance with this Article; provided that a party may not have more than three (3) address to which each Notice must be sent and all such Notice add resses must be in the continental United States.

Section 17.04 Informal Communications. While Landlord and Tenant may communicate by methods other than as set out in Section 17.01 (e.g., by telephone, internet posting or e-mail), no such communication shall constitute proper Notice under this Lease.

ARTICLE XVIII.

INTERPRETATION AND RECORDATION

Section 18.01 Entire Agreement and Amendments. This Lease contains the entire agreement

between Landlord and Tenant concerning the Demised Premises, and all prior negotiations, understandings, and representations, either oral or written, between them are merged into and superseded by this Lease. This Lease supersedes and replaces the Existing Lease. No amendment to this Lease shall be binding upon Landlord or Tenant unless in writing and signed by both Landlord and Tenant, and no waiver, approval or consent under this Lease shall be binding upon Landlord or Tenant unless in writing and signed by the party against whom enforcement is sought.

Section 18.02 No Partnership or Agency. Nothing contained in this Lease shall be construed to create the relationship of principal and agent, partnership, joint venture or any other relationship between the Landlord and Tenant other than the relationship of landlord and tenant.

Section 18.03 No Personal Liability. Nothing contained in this Lease is intended to impose any personal liability upon the individuals who are partners, members, managers, agents, stockholders, officers or directors of the entities that are the Landlord and Tenant under this Lease.

Section 18.04 Captions. The captions appearing in this Lease are inserted for convenient reference only, they are not intended to limit or expand the scope or interpretation of the Articles or Sections to which they relate.

Section 18.05 Applicable Law. This Lease shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida.

Section 18.06 Calculation of Time Periods. If the date for the performance of any obligation under this Lease, or the date on which any period provided for hereunder expires, is a Saturday, Sunday or legal holiday, the date or expiration of the period shall be extended to the next day that is not a Saturday, Sunday or legal holiday.

Section 18.07 Force Majeure. If either party shall be prevented or delayed from punctually performing any obligation (other than the payment of money) or satisfying any condition by the date required under this Lease (a “Performance Deadline”) by any strike, lockout, labor dispute, inability to obtain labor or materials or reasonable substitutes therefor, domestic or international terrorism, fire, earthquake, hurricane or other Casualty, unusual adverse weather, riot or civil unrest, a Taking or other governmental action, regulation or control, insurrection, sabotage, or any other similar condition not created by but beyond the reasonable control of the affected party (each, a “Force Majeure Event”), then the Performance Deadline shall be extended by the delay caused by the Force Majeure Event. Financial inability to perform shall in no event constitute a Force Majeure Event.

Section 18.08 No Waiver. The failure of Landlord or Tenant to insist upon strict performance of any term, covenant or condition of this Lease or any delay in the enforcement of any term, covenant or condition of this Lease by Landlord or Tenant following a failure of the other party to comply therewith, shall not be deemed a waiver of any continuing or future right to enforce such term, covenant or condition.

Section 18.09 Consents and Approvals. Except as may otherwise be expressly provided for by the terms of this Lease, whenever Landlord's consent or approval is required or requested under or in connection with this Lease, Landlord agrees (unless otherwise expressly provided for in this Lease): (i) that such consent or approval shall not be unreasonably withheld, delayed or conditioned, (ii) that any refusal to provide any consent or approval must include the specific reasons as to why the consent or approval is being withheld, (iii) that Landlord shall notify Tenant of its response to any request for any consent or approval within ten (10) days of a request therefor, and (iv) that a failure to respond within the required ten (10) day period shall be deemed Landlord granting the requested consent or approval, but only if the notice specifically references

the 10-day period provided for in this Section and that a failure to respond constitutes Landlord's consent or approval.

Section 18.10 Nature of Document. This Lease is a negotiated document between two sophisticated parties negotiating with the aid of legal couns el and should not be construed more strictly against either Landlord or Tenant.

Section 18.11 Covenant of Quite Enjoyment. Landlord warrants and covenants to Tenant that on and subject to the terms of this Lease, Tenant shall have and enjoy, during the entire Lease Term, the quiet and undisturbed possession and use of the Demised Premises, as contemplated in this Lease.

Section 18.12 Recordation of Memorandum of Lease. Concurrently with the execution of this Lease or thereafter, upon ten (10) days of a request by Landlord or Tenant, the parties will execute and deliver (witnessed and notarized, as applicable) for recordation by and at the cost and expense of the requesting party a Memorandum of Lease in the form attached as Exhibit C (the “Memorandum of Lease”). Upon the expiration of the Lease Term or earlier termination of this Lease, Tenant w ill, within ten (10) days of a request from Landlord, execute a release of the Memorandum of Lease sufficient to discharge the Memorandum of Lease as an encumbrance upon the Demised Premises.

Section 18.13 Termination of Existing Lease. Concurrently with the execution of this Lease, the parties will execute and deliver (witnessed and notarized, as applicable) for recordation by and at the shared cost and expense of the parties (one-half to be paid by each), a Termination of Lease and Release of Memorandum of Lease in the form attached as Exhibit E (the “Termination of Lease”), providing for the termination of the Existing Lease effective as of the Effective Date of this Lease. The full amount of the Security Deposit held by Landlord under the Existing Lease will be refunded to Tenant concurrently with the termination of the Existing Lease. Rent under the Existing Lease will be prorated as of the effective date of the Termination of Lease.

ARTICLE XIX.

PURCHASE OPTION

Section 19.01 Grant of Purchase Option. Landlord grants to Tenant the option (the “Purchase Option”) to purchase the Demised Premises at any time during the Lease Term on and subject to the terms and conditions of this Article.

Section 19.02 Purchase Price. The purchase price for the Demised Premises (the “Purchase Price”) shall be Sixteen Million Dollars ($16,000,000); provided that if the Base Rent is adjusted under Section 3.03, the Purchase Price shall be similarly adjusted by an equivalent percentage increase (e.g., if the Base Rent is increase by 2% the Purchase Price shall also be increased by 2%).

Section 19.03 Exercise of Right. Tenant may exercise the Purchase Option by written notice to Landlord (the “Exercise Notice”) given any time during the Option Exercise Period (as defined below), specifying that Tenant has elected to exercise its Purchase Option and a proposed date for the closing of the purchase and sale (the “Closing”), which shall be at least thirty (30) days, but no more than sixty (60) days followin g the Exercise Notice. Landlord and Tenant will fully cooperate and use all commercially reasonable efforts to consummate the Closing on the date proposed by Tenant or as soon thereafter is reasonably possible. The “Option Exercise Period” is the sixty (60) days of the sixth (6^th) Lease Year, but only if at the time the Demised Premises has been Adequately Remediated (as defined in Section 20.01), and (ii) anytime after the tenth (10^th) Lease Year; it is the parties intent that for the Exercise Notice to be valid it must be given wit hin the Option Exercise Period.

Section 19.04 Title and Survey. On the date of the Closing (the “Closing Date”) Landlord will convey fee simple title to the D emised Premises to Tenant (or Tenant's designated Affiliate) by Special Warranty Deed (the “Deed”) subject only to the Permitted Title Exceptions and matters arising by, though or under Tenant. Landlord shall be responsible for discharging any Fee Mortgage and any liens arising by, though or under Landlord as of the Closing. Tenant shall be responsible to obtain any survey it deems necessary or desirable. Landlord and Tenant will each deliver to the Title Insurance Company selected by Tenant to issue its Title Insurance Policy (the “Title Company”) such customary authority documents, title affidavits and other documents as the Title Company may reasonably request.

Section 19.05 Termination of Lease. As part of the Closing, Landlord and Tenant will execute a termination of this Lease (effective as of the date of Closing) and prorate Rent as of the date of Closing (the “Lease Termination Agreement”).

Section 19.06 Closing Documents. In connection with the Closing, the parties will execute and deliver the documents provided for in this Article and other customary conveyance documents, including: the Deed, the Lease Termination Agreement, a Seller's Title Affidavit, a FIRPTA Affidavit, a Quitclaim Bill of Sale (as to any personal property that may be owned by Landlord) and a Closing Statement. In the event that Landlord still has obligations under the Consent Order (which are not assumed by the grantee/transferee as part of Closing) then the parties will also enter into, to the extent required to fulfill the obligations under the Consent Order, (i) such documents as may be required to implement or effectuate any legal and engineering controls under Section 20.04 (with any applicable Restriction Agreement {as defined in Section 19 .09 below} to be recorded before any purchase money mortgage) and (ii) an access agreement providing Landlord access to complete the obligations under the Consent Order (the access agreement shall contain the access rights and be subject to conditions and an indemnity similar to that provided for in this Lease). All documents shall be prepared by Tenant's counsel and subject to the review and approval of Landlord's counsel.

Section 19.07 Closing Costs. The standard closing costs, including recording fees, title search fees, title insurance premiums and documentary stamp and othe r conveyance taxes shall be split between Landlord and Tenant, with each paying one-half (½); except that (i) each party shall pay its own attorneys fees (except as provided for in Section 11.05), (ii) Landlord shall be responsible for the cost to obtain any title curative documents to the extent the cure is the responsibility of Landlord under this Article, and (iii) Tenant shall be responsible for the cost of any survey which it elects to obtain, as provided for in Section 19.04.

Section 19.08 Independent Right and Assignment. The Purchase Option is a right independent from the remainde r of the Lease, and neither the exercise of the Purchase Option, nor any failure to exercise or the waiver of the Purchase Option, nor any failure to consummate any closing under this Article will result in a termination of or otherwise affect this Lease or any of Tenant's rights hereunder. The Purchase Right may not, however, be assigned separate from this Lease, except to an Affiliate of Tenant.

Section 19.09 Post-Closing Engineering Controls and Mortgage Subordination. In the event that Landlord still has obligations under the Consent Order (which are not assumed by the grante e/transferee as part of Closing), the parties will have a continuing obligation to enter into, to the extent required to fulfill the obligations under the Consent Order such documents as may be required to implement or effectuate any legal and engineering controls under Section 20.04. In furtherance of the foregoing, at Landlord's request, Tenant agrees to cause the holder of any mortgage (or other lien) on Demised Premises (which will at that time be owned in fee by Tenant) as well as any then tenants of Tenant (if required under the applicable lease), to join in any deed restriction, restrictive covenant or similar agreement placing restrictions on the Demised Premises arising out of the Landlord's Contamination which is required as part of the legal and engineering controls as provided for in Section 20.04 (a “Restriction Agreement”). The joinder of the mo rtgage or lien

holder(s) and the tenant(s) shall be for the sole purpose of subordinating the lien of the mortgage, lien or leasehold estate (as applicable) to the Restriction Agreement.

ARTICLE XX.

ENVIRONMENTAL MATTERS

Section 20.01. Certain Definitions. When used in this Section the following terms have the corresponding meanings:

(a)“Adequately Remediated” means that (i) Landlord has been issued a final order or determination (including the expiration of any appeal or contest period) under the Consent Order confirming that all required active soil and groundwater remediation has been completed and the remaining obligations then existing under the Consent Order are limited to groundwater monitoring and reporting, and (ii) Landlord is otherwise in compliance with the Consent Order. The Landlord and Tenant acknowledge that, while all required active remediation to the soil and groundwater will have been performed at the time Adequate Remediation is achieved, achieving Adequate Remediation will not be a guaranty that an Applicable Government Authority will not require additional active remediation at some future date. As the assessment and evaluation of Landlord's Environmental Matters progress, Landlord and Tenant may (but are not required t o), by written agreement, agree to a remediation standard as an alternative definition for “Adequately Remediated”.

(b)“Applicable Governmental Authority” means the State of Florida Department of Environmental Protection and any other state, federal or local district, agency, bureau, department or other regulatory or enforcement authority having jurisdiction.

(c)“Claims” means all claims, demands, actions, causes of actions, proceedings, judgments and liabilities.

(d)“Consent Order” means the Consent Ord er (OGC File No. 89-1111) entered into between the State of Florida Department of Environmental Protection (“DEP”), as “Complainant” and JIW Enterprises, Inc. and Landlord, as “Respondents”, with a filing date of September 28, 2009, as it may be supplemented, replaced, superseded, or amended, from time to time, with Tenant's consent. Landlord and Tenant agree to act reasonably and cooperate in connection with any efforts to amend, supplement, replace or supersede the current Consent Order, so long as neither the scope of the matters covered by the Consent Orders nor Landlord's remediation obligations thereunder are reduced and Tenant's Contemplated Redevelopment is not delayed, including, but not limited to, replacing the current Consent Order with a Brownfield Site Rehabilitation Agreement.

(e)“Creosote Contamination” means the creosote-type contamination affecting the Land and possibly surrounding lands, including soils, soil vapor, surface water and groundwater, resulting from past wood treating operations on the Land that were discontinued in or around October of 1967 (the “Wood Treating Operations”).

(f)“Damages” means all costs, expenses, damages, losses, liabilities, fines and penalties. “Costs” include, but are not limited to, costs of investigation, clean-up and remediation, and consultants' and attorneys' fees.

(g)“Environmental Laws” means all federal, state and local civil and criminal laws (including both statutory and common law), ordinances, codes, rules, regulations and judicial and administrative decrees and orders currently in effect or which may hereafter be in effect regulating, providing

standards or requirements or otherwise imposing obligations or liability in connection with any Hazardous Substance.

(h)“Extra Redevelopment Costs” means all reasonably documented costs and expenses reasonably incurred by Tenant in connection with the Contemplated Redevelopment as a result of the existence of any of the Landlord's Environmental Matters. Extra Redevelopment Costs include, but are not limited to, all costs and expenses to obtain or comply with all Environmental Redevelopment Permits (as defined in Section 5.08) and all other costs and expenses incurred for testing and assessment, monitoring wells, soil removal, disposal and replacement, liners a nd other containment measures and legal (e.g., a restrictive covenant) and engineering controls, as well as any increase in the cost of any elements of the Contemplated Redevelopment, such as foundations, curbing, landscaping, paving or the stormwater management system. Extra Redevelopment Costs do not include costs incurred by Tenant's for consultants (i.e., engineering and legal) either in connection with the Redevelopment Work or to monitor or review the work being performed by Landlord's consultants under or in connection with the Consent Order; provided that Landlord shall make its consultants readily available to Tenant, at Landlord's cost, to provided to Tenant such information and services as Tenant may reasonably request in connection with the Redevelopment Work and Landlord's Environmental Matters. . Extra Redevelopment Costs will, however, include increased architectural or engineering costs in connection with the design or construction of the Improvements with respect to the Contemplated Redevelo pment to the extent directly related to Landlord's Environmental Matters.

(i)“GE Contamination” means the polychlorinated biphenyl contamination that may impact the Land resulting from the operation of the former General Electric facility located to the west of the Land at 115 Wayne Place. It is anticipated that the GE Contamination will be remediated by GE Energy.

(j)“Hazardous Substance” means any substance designated as a “hazardous material”, “hazardous waste”, “toxic substance”, “toxic pollutant”, “pollutant” or “contaminate” , or which is otherwise regulated under any federal, state or local law or regulation as a result of it being hazardous or potentially hazardous to persons or the environment. Without intending to limit to general nature of the foregoing, but for clarification only, Hazardous Substances include petroleum and petroleum-derived fuel products such as gasoline.

(k)“Landlord's Environmental Matters” means the Creosote Contamination and any other Hazardous Substance referenced in or covered by the Consent Order resulting from the Wood Treating Operations.

(l)“Tenant's Environmental Matters” means any Hazardous Substance released or utilized by Tenant in connection with the operation of its automobile dealership during the term of the Existing Lease or this Lease.

Section 20.02 Compliance with Consent Order. Landlord will proceed with due diligence, consistent with its own business judgment and the advice of Landlord's environment consultants to satisfy the requirements of the Consent Order and to Adequa tely Remediate the Demised Premises.

Section 20.03 Ongoing Operations. Tenant shall operate its business at the Demised Premises in compliance with all applicable Environmental Laws.

Section 20.04 Legal a nd Engineering Controls. Landlord and Tenant agree to fully cooperate with

each other to agree upon and implement such legal and engineering controls as may be required under the Consent Order or for the Contemplated Redevelopment. Legal and engineering controls may include, for example, deed restrictions, restrictive covenants, caps or covers, liners, impervious areas, slurry walls and physical barriers and fences.

Section 20.05 Information Sharing. Landlord and Tenant agree to provide to the other (i) copies of all environmental reports and audits which they obtain relative to the Demised Premises within ten (10) days of receipt; (ii) copies of all correspondence (including electronic communications) to any Applicable Governmental Authority, simultaneously with its transmittal to the Applicable Governmental Authority, (iii) copies of all correspondence (including electronic communications) from any Applicable Governmental Authority, within five (5) days of its receipt. All correspondence shall be accompanied by all documentation that accompanied the correspondence. Landlord will also promptly respond (or direct its environmental consultants to promptly respond) to requests for information from Tenant or its environmental consultants.

Section 20.06 Indemnity by Landlord. Landlord agrees to indemnify, defend (in a diligent manner with counsel reasonably acceptable to Tenant) and hold Tenant harmless from and against all Claims and Damages which Tenant may incur to the extent resulting from the Landlord's Environmental Matters. As used in this Section, Tenant includes Tenant's subtenants and affiliates and all their respective partners, officers, directors, employees and interest holders .

Section 20.07 Indemnity by Tenant. Tenant agrees to indemnify, defend (in a diligent manner with counsel reasonably acceptable to Tenant) and hold Landlord harmless from and against all Claims and Damages which Landlord may incur to the extent resulting from the Tenant's Environmental Matters. As used in this Section, Landlord includes Landlord's affiliates and all their respective partners, officers, directors, employees and interest holders.

  ;

Section 20.08 GE Contamination. The GE Contamination is not included in either Landlord's Environmental Matters or Tenant's Environmental Matters, but Landlord and its environmental consultants will, at Landlord's cost, continue to monitor the related remediation activities and keep Tenant informed of the status of the remediation as provided for in Section 20.04.

Section 20.09 Reimbursement of Extra Redevelopment Costs.

(a)Tenant will use commercially reasonable efforts, to the extent not inconsistent with Tenant's valid business considerations and the requirements of the Automobile Manufacturer, to layout (i.e., building placement), design and construct the Contemplated Redevelopment in a manner to minimize the Extra Redevelopment Costs.

(b)As to work which will result in Extra Redevelopment Costs and which is not an integral part of Tenant's construction (i.e., soil removal as compared to building foundation work), Tenant will provide Landlord the opportunity to itself perform the work in lieu of reimbursing Tenant the cost of performing the work; provided that the performance of the work by Landlord would not have the effect of delaying the completion of the Contemplated Redevelopment.

(c)Without intending to limit the scope of Section 20.06, Landlord agrees, within t wenty (20) days of a demand from Tenant (from time to time) to reimburse Tenant for all Extra Redevelopment Costs. Each demand for reimbursement shall be accompanied by reasonable documentation of the Extra Redevelopment Costs incurred by Tenant. If Landlord fails to reimburse Tenant for any Extra Redevelopment Costs during the required 20-day period Tenant may offset the Extra Redevelopment Costs, together with applicable interest, against the Base Rent due under this Lease, in accordance

with the procedure set out in Paragraph (d) below.

(d)Prior to offsetting any amount against the Base Rent due under this Lease under Paragraph (c) above, Tenant shall give written notice to Landlord (the "Offset Notice"), which shall include the amount of the offset claimed and the basis for the offset claimed (including, to the extent not previously provided, reasonable documentation of the Extra Redevelopment Costs incurred) and Landlord shall have the right to dispute the offset as provided for in this Paragraph. To contest an offset Landlord must, within ten (10) days of the Offset Notice, provide notice to Tenant that Landlord disputes all or a portion of the offset (the "Offset Dispute Notice"). Landlord may only give the Offset Dispute Notice if Landlord, in good faith, believes that Tenant is not entitled to all or any part of the offset claimed in the Offset Notice. Any Offset Dispute Notice shall outline the specific items of the offset objected to by Landlord (the "Disputed Charges") and the specific reasons for the objection. To be effective, the Offset Dispute Notice must be accompanied by Landlord's payment of the portion of the offset not disputed or include an authorization for Tenant to offset against Base Rent the portion of the offset not disputed. The failure of Landlord to provide a timely Offset Dispute Notice and the continuation of such failure for ten (10) additional days following an additional notice from Tenant stating that Landlord's Offset Dispute Notice was not given when required under this Lease, shall be deemed Landlord's consent to the offset set out in the Offset Notice. As to any Disputed Charges, the parties shall, within the thirty (30) day period following the Offset Dispute Notice, meet in person and attempt to reach agreement upon the amount owed. During the dispute resolution period, including any arbitration, Tenant shall, subject to the other terms of this Lease, continue to pay the Base Rent otherwise due under this Lease. If the parties are unable to reach an agreement within the thirty (30) day period, the matter shall be settled by binding arbitration by an arbitrator agreed upon by the parties or, if the parties are unable to agree, by a neutral (i.e. having no prior association with either party) arbitrator appointed by the American Arbitration Association or local arbitration association. Except as otherwise approved by Landlord and Tenant, any arbitrator shall be a licensed attorney with substantial relevant experience with environmental and commercial matters. Landlord and Tenant agree to use diligent good faith efforts to have the arbitrator appointed within sixty (60) days following the Offset Dispute Notice and to complete the arbitration within one hundred twenty (120) days following the Offset Dispute Notice. All costs of the arbitration (including the fees of the arbitrator, but not attorneys' fees) shall be paid by the non-prevailing party (as determined by the arbitrator). If the arbitrator does not make a determination that one party, or the other, is a "non-prevailing party", then the costs of the arbitration shall be paid half by Tenant and half by Landlord. The amount finally agreed upon or found to be due Tenant by arbitration shall be paid within ten (10) business days of such agreement or finding, failing which Tenant may thereafter begin to offset the Base Rent due under th is Lease until the entire amount due has been recovered.

Section 20.10 Survival. This Article XX shall survive the expiration or earlier termination of this Lease, including, but not limited to, any termination as a result of the acquisition of the Demised Premises by Tenant under Article XIX.

ARTICLE XXI.

GUARANTY OF LEASE

Section 21.01 Guaranty of Lease. The obligation of Tenant to pay Base Rent and Real Estate Taxes shall be guaranteed by Asbury Automotive Group, Inc., a Delaware corporation (the “Guarantor”) by Guaranty of Lease in the form of Exhibit F (the “Guaranty”). The Guaranty shall be delivered to Landlord by Guarantor concurrently with the delivery to Landlord of this Lease by Tenant.

ARTICLE XXII.

EXHIBITS

Section 22.01 Exhibits. The following Exhibits have been agreed upon by Landlord and Tenant, and are attached to and a part of this Lease:

Exhibit A - Legal Description of the Land

Exhibit B -Permitted Title Exceptions

Exhibit C - Memorandum of Lease

Exhibi t D - Approved form of SNDA

Exhibit E - Termination of Lease

Exhibit F - Guaranty of Lease

The remainder of this Page has been intentionally left blank.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date first above written.

	LANDLORD:
Witnesses:
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Name:
As to Landlord	JEFFREY I. WOOLEY, an individual
Name:
As to Landlord

		< /td>
			TENANT:
Witnesses:
			ASBURY AUTOMOTIVE TAMPA, L.P.,
			a Delaware limited partnership
			By: Asbury Automotive Tampa GP L.L.C.,
				a Delaware limited liability company,
				as its general partner
				;
Name:				By:
As to Tenant				Name:
				Title:
Name:	< font style="font-family:inherit;font-size:10pt;">
As to Tenant

-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.2

Exhibit 10.2

LEASE

JEFFREY I. WOOLEY

as “Landlord”

and

ASBURY AUTOMOTIVE TAMPA, L.P.,

a Delaware limited partnership

as “Tenant”

Demised Premises:

Courtesy Toyota of Brandon

9210 Adamo Drive

Brandon, FL 33619

LEASE

THIS LEASE (this “Lease”) is made and entered into by and between JEFFREY I. WOOLEY, an individual ("Landlord") and ASBURY AUTOMOTIVE TAMPA, L.P., a Delaware limited partnership ("Tenant") and is effective as of the 1^st day of January 2011 (the “Effective Date&rdqu o;).

Background Statement

Landlord is the owner of certain real property consisting of approximately 17.99 areas of land located in Hillsborough County, Florida and legally described on Exhibit A to this Lease (the “Land”). The Land is currently improved with various buildings and other improvements (the “Existing Improvements”) operated as an automobile dealership known as Courtesy Toyota of Brandon. Tenant currently leases the Demised Premises (as defined in Section 1.01 below) from Landlord pursuant to Amended and Restated Lease between Landlord and Tenant dated the 17^th day of September, 1998 (the “Existing Lease”). Tenant (or an affiliated entity) has been in possession of and has operated an automobil e dealership on the Land since the September 17, 1998 commencement date under the Existing Lease. Landlord and Tenant are entering into this Lease to replace the existing Lease and concurrently with this Lease will be entering into a lease termination agreement providing for the termination of the Existing Lease, effective as of the Effective Date of this Lease, as provided for in Section 18.13.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are

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