Form S-4

/S/ LYNNE A. BURGESS

July 3, 2007

Lynne A. Burgess

Attorney-in-Fact

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LU2gigmMN0UTNYAemU/RGF40iviOkbO5Vzf9E1W+gGj0/miRLvmR0pEgUdIOwsRP EUgudDW1P5I6GyKGXMq2Zg== 0001193125-07-149429.txt : 20070705 0001193125-07-149429.hdr.sgml : 20070704 20070703181946 ACCESSION NUMBER: 0001193125-07-149429 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 18 FILED AS OF DATE: 20070705 DATE AS OF CHANGE: 20070703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WMZ BRANDON MOTORS LP CENTRAL INDEX KEY: 0001176150 IRS NUMBER: 593512670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-04 FILM NUMBER: 07962557 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON TY LLC CENTRAL INDEX KEY: 0001176122 IRS NUMBER: 931254719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-06 FILM NUMBER: 07962559 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON FRD LLC CENTRAL INDEX KEY: 0001176098 IRS NUMBER: 931254703 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-15 FILM NUMBER: 07962569 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRECISION NISSAN INC CENTRAL INDEX KEY: 0001176154 IRS NUMBER: 592734672 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-28 FILM NUMBER: 07962582 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLANO LINCOLN MERCURY INC CENTRAL INDEX KEY: 0001176165 IRS NUMBER: 752430953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-33 FILM NUMBER: 07962587 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McDavid Houston-Niss, L.L.C. CENTRAL INDEX KEY: 0001405228 IRS NUMBER: 113816172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-40 FILM NUMBER: 07962594 BUSINESS ADDRESS: STREET 1: 11911 GULF FREEWAY CITY: HOUSTON STATE: TX ZIP: 77034 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN SNI LLC CENTRAL INDEX KEY: 0001284178 IRS NUMBER: 300199361 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-53 FILM NUMBER: 07962607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN RIB LLC CENTRAL INDEX KEY: 0001176075 IRS NUMBER: 562125835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-56 FILM NUMBER: 07962610 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN RALEIGH LLC CENTRAL INDEX KEY: 0001176095 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-58 FILM NUMBER: 07962612 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN HONDA LLC CENTRAL INDEX KEY: 0001176046 IRS NUMBER: 561975264 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-62 FILM NUMBER: 07962616 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GPG LLC CENTRAL INDEX KEY: 0001284418 IRS NUMBER: 141854150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-64 FILM NUMBER: 07962618 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: STE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GNI LLC CENTRAL INDEX KEY: 0001176063 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-66 FILM NUMBER: 07962620 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMCO FINANCE II LLC CENTRAL INDEX KEY: 0001176103 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-77 FILM NUMBER: 07962631 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FORMER COMPANY: FORMER CONFORMED NAME: CROWN FINANCE II LLC DATE OF NAME CHANGE: 20020621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BFP MOTORS LLC CENTRAL INDEX KEY: 0001284179 IRS NUMBER: 300217335 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-79 FILM NUMBER: 07962633 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVENUE MOTORS LTD CENTRAL INDEX KEY: 0001176120 IRS NUMBER: 593381433 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-81 FILM NUMBER: 07962635 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ST LOUIS CADILLAC LLC CENTRAL INDEX KEY: 0001176139 IRS NUMBER: 431767192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-86 FILM NUMBER: 07962640 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GBM LLC CENTRAL INDEX KEY: 0001176053 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-94 FILM NUMBER: 07962648 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GAC LLC CENTRAL INDEX KEY: 0001176066 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-96 FILM NUMBER: 07962650 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CHH LLC CENTRAL INDEX KEY: 0001176068 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-104 FILM NUMBER: 07962657 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN ACURA NISSAN LLC CENTRAL INDEX KEY: 0001176114 IRS NUMBER: 561975265 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-106 FILM NUMBER: 07962659 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury No Cal Niss L.L.C. CENTRAL INDEX KEY: 0001402644 IRS NUMBER: 050605055 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-113 FILM NUMBER: 07962666 BUSINESS ADDRESS: STREET 1: 370 WEST HERNDON AVENUE CITY: CLOVIS STATE: CA ZIP: 93612 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY JAX MANAGEMENT LLC CENTRAL INDEX KEY: 0001176113 IRS NUMBER: 593503187 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-120 FILM NUMBER: 07962673 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY JAX HOLDINGS LP CENTRAL INDEX KEY: 0001176111 IRS NUMBER: 593516633 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-122 FILM NUMBER: 07962675 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE SOUTHERN CALIFORNIA LLC CENTRAL INDEX KEY: 0001284181 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-132 FILM NUMBER: 07962685 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE OREGON LLC CENTRAL INDEX KEY: 0001176127 IRS NUMBER: 522106837 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-135 FILM NUMBER: 07962688 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE NORTH CAROLINA LLC CENTRAL INDEX KEY: 0001176084 IRS NUMBER: 562106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-138 FILM NUMBER: 07962691 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE CENTRAL FLORIDA LLC CENTRAL INDEX KEY: 0001176022 IRS NUMBER: 593580818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-150 FILM NUMBER: 07962703 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE ARKANSAS DEALERSHIP HOLDINGS LLC CENTRAL INDEX KEY: 0001176018 IRS NUMBER: 710817515 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-153 FILM NUMBER: 07962706 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Atlanta Nis L.L.C. CENTRAL INDEX KEY: 0001402656 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-155 FILM NUMBER: 07962708 BUSINESS ADDRESS: STREET 1: 1625 CHURCH STREET CITY: DECATUR STATE: GA ZIP: 30033 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ATLANTA HON LLC CENTRAL INDEX KEY: 0001176085 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-160 FILM NUMBER: 07962713 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ATLANTA BM LLC CENTRAL INDEX KEY: 0001284187 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-162 FILM NUMBER: 07962715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ATLANTA AU LLC CENTRAL INDEX KEY: 0001176099 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-163 FILM NUMBER: 07962716 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ARKANSAS HUND LLC CENTRAL INDEX KEY: 0001284189 IRS NUMBER: 562411899 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-165 FILM NUMBER: 07962718 BUSINESS ADDRESS: STREET 1: 5660 WARDEN RD CITY: N LITTLE ROCK STATE: AR ZIP: 72116 BUSINESS PHONE: 501 945 1200 MAIL ADDRESS: STREET 1: 5660 WARDEN RD CITY: N LITTLE ROCK STATE: AR ZIP: 72116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANL LP CENTRAL INDEX KEY: 0001176012 IRS NUMBER: 593503188 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-167 FILM NUMBER: 07962720 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AF MOTORS LLC CENTRAL INDEX KEY: 0001176029 IRS NUMBER: 593604214 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-169 FILM NUMBER: 07962722 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE GROUP INC CENTRAL INDEX KEY: 0001144980 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 010609375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346 FILM NUMBER: 07962553 BUSINESS ADDRESS: STREET 1: 622 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128852500 MAIL ADDRESS: STREET 1: 622 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WMZ MOTORS LP CENTRAL INDEX KEY: 0001176149 IRS NUMBER: 593512663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-03 FILM NUMBER: 07962556 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON OUTFITTERS LLC CENTRAL INDEX KEY: 0001176132 IRS NUMBER: 680492340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-10 FILM NUMBER: 07962564 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAMPA SUZU LP CENTRAL INDEX KEY: 0001176148 IRS NUMBER: 593512668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-18 FILM NUMBER: 07962572 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAMPA KIA LP CENTRAL INDEX KEY: 0001176146 IRS NUMBER: 593512666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-21 FILM NUMBER: 07962575 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER NSN LLC CENTRAL INDEX KEY: 0001176032 IRS NUMBER: 710819715 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-27 FILM NUMBER: 07962581 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRECISION INFINITI INC CENTRAL INDEX KEY: 0001176157 IRS NUMBER: 592958651 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-30 FILM NUMBER: 07962584 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NP FLM LLC CENTRAL INDEX KEY: 0001176021 IRS NUMBER: 710819724 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-36 FILM NUMBER: 07962590 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McDavid Irving-Hon L.L.C. CENTRAL INDEX KEY: 0001405239 IRS NUMBER: 113816175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-39 FILM NUMBER: 07962593 BUSINESS ADDRESS: STREET 1: 3700 WEST AIRPORT FREEWAY CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSA IMPORTS LLC CENTRAL INDEX KEY: 0001176040 IRS NUMBER: 593631079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-52 FILM NUMBER: 07962606 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN SJC LLC CENTRAL INDEX KEY: 0001284177 IRS NUMBER: 810630983 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-54 FILM NUMBER: 07962608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN MOTORCAR CO LLC CENTRAL INDEX KEY: 0001176078 IRS NUMBER: 621860414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-59 FILM NUMBER: 07962613 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN FFO LLC CENTRAL INDEX KEY: 0001176081 IRS NUMBER: 562165412 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-65 FILM NUMBER: 07962619 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCUDE T LLC CENTRAL INDEX KEY: 0001176065 IRS NUMBER: 640922818 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-67 FILM NUMBER: 07962621 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CN MOTORS LTD CENTRAL INDEX KEY: 0001176118 IRS NUMBER: 593185448 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-70 FILM NUMBER: 07962624 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. 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STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON HUND LLC CENTRAL INDEX KEY: 0001176107 IRS NUMBER: 931254690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-13 FILM NUMBER: 07962567 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRECISION ENTERPRISES TAMPA INC CENTRAL INDEX KEY: 0001284416 IRS NUMBER: 141854150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-31 FILM NUMBER: 07962585 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: STE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: PRECISION ENTERPRISES TAMPAL INC DATE OF NAME CHANGE: 20040322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McDavid Plano-Acra L.L.C. CENTRAL INDEX KEY: 0001405233 IRS NUMBER: 113816179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-37 FILM NUMBER: 07962591 BUSINESS ADDRESS: STREET 1: 4051 WEST PLANO PARKWAY CITY: PLANO STATE: TX ZIP: 75093 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JC Dealer Systems, L.L.C. CENTRAL INDEX KEY: 0001402776 IRS NUMBER: 582628641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-51 FILM NUMBER: 07962605 BUSINESS ADDRESS: STREET 1: 2906 BUSCH LAKES BLVD. CITY: TAMPA STATE: FL ZIP: 33614 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN MITSUBISHI LLC CENTRAL INDEX KEY: 0001176054 IRS NUMBER: 561975266 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-60 FILM NUMBER: 07962614 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CFP MOTORS LTD CENTRAL INDEX KEY: 0001176119 IRS NUMBER: 650414571 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-75 FILM NUMBER: 07962629 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY SO CAL HON LLC CENTRAL INDEX KEY: 0001284175 IRS NUMBER: 331080502 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-110 FILM NUMBER: 07962663 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY FRESNO IMPORTS LLC CENTRAL INDEX KEY: 0001284185 IRS NUMBER: 030508500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-124 FILM NUMBER: 07962677 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE TAMPA GP LLC CENTRAL INDEX KEY: 0001176141 IRS NUMBER: 133990508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-130 FILM NUMBER: 07962683 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE MISSISSIPPI LLC CENTRAL INDEX KEY: 0001176047 IRS NUMBER: 640924573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-140 FILM NUMBER: 07962693 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001176009 IRS NUMBER: 753061039 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-148 FILM NUMBER: 07962701 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ATLANTA AC LLC CENTRAL INDEX KEY: 0001176089 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-164 FILM NUMBER: 07962717 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. 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STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCUDE M LLC CENTRAL INDEX KEY: 0001176067 IRS NUMBER: 640922813 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-50 FILM NUMBER: 07962604 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN ROYAL PONTIAC LLC CENTRAL INDEX KEY: 0001176058 IRS NUMBER: 561975262 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-55 FILM NUMBER: 07962609 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTA REAL ESTATE HOLDINGS LLC CENTRAL INDEX KEY: 0001176091 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-82 FILM NUMBER: 07962636 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ST LOUIS GEN LLC CENTRAL INDEX KEY: 0001176140 IRS NUMBER: 431826171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-85 FILM NUMBER: 07962639 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GCA LLC CENTRAL INDEX KEY: 0001284173 IRS NUMBER: 141854150 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-93 FILM NUMBER: 07962647 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY SACRAMENTO IMPORTS LLC CENTRAL INDEX KEY: 0001284180 IRS NUMBER: 16167696 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-112 FILM NUMBER: 07962665 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury MS Chev, L.L.C. CENTRAL INDEX KEY: 0001402646 IRS NUMBER: 061749057 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-118 FILM NUMBER: 07962671 BUSINESS ADDRESS: STREET 1: 6060 1-55 NORTH FRONTAGE ROAD CITY: JACKSON STATE: MS ZIP: 39211 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE TAMPA L P CENTRAL INDEX KEY: 0001176142 IRS NUMBER: 133990509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-129 FILM NUMBER: 07962682 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Automotive South, L.L.C. CENTRAL INDEX KEY: 0001402654 IRS NUMBER: 371514247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-133 FILM NUMBER: 07962686 BUSINESS ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KP MOTORS LLC CENTRAL INDEX KEY: 0001176043 IRS NUMBER: 061629064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-45 FILM NUMBER: 07962599 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GHO LLC CENTRAL INDEX KEY: 0001176064 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-90 FILM NUMBER: 07962644 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGGIN MANAGEMENT LP CENTRAL INDEX KEY: 0001176019 IRS NUMBER: 593503191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-108 FILM NUMBER: 07962661 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Automotive Texas Real Estate Holdings, L.L.C. CENTRAL INDEX KEY: 0001405232 IRS NUMBER: 113816183 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-127 FILM NUMBER: 07962680 BUSINESS ADDRESS: STREET 1: 3600 WEST AIRPORT FREEWAY CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HFP MOTORS LLC CENTRAL INDEX KEY: 0001176045 IRS NUMBER: 061631102 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-46 FILM NUMBER: 07962600 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CK CHEVROLET LLC CENTRAL INDEX KEY: 0001176024 IRS NUMBER: 593580820 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-72 FILM NUMBER: 07962626 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY MS METRO LLC CENTRAL INDEX KEY: 0001176077 IRS NUMBER: 912121547 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-116 FILM NUMBER: 07962669 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY DELAND IMPORTS LLC CENTRAL INDEX KEY: 0001176033 IRS NUMBER: 593604213 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-126 FILM NUMBER: 07962679 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON PONTIAC-GMC LLC CENTRAL INDEX KEY: 0001284182 IRS NUMBER: 431976952 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-08 FILM NUMBER: 07962561 FORMER COMPANY: FORMER CONFORMED NAME: THOMASON PONTIAC GMC LLC DATE OF NAME CHANGE: 20040319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAMPA MIT LP CENTRAL INDEX KEY: 0001176147 IRS NUMBER: 593512667 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-19 FILM NUMBER: 07962573 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON MAZ LLC CENTRAL INDEX KEY: 0001176110 IRS NUMBER: 931254723 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-12 FILM NUMBER: 07962566 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NP MZD LLC CENTRAL INDEX KEY: 0001176037 IRS NUMBER: 710819723 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-35 FILM NUMBER: 07962589 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCUDE MO LLC CENTRAL INDEX KEY: 0001176076 IRS NUMBER: 640922812 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-49 FILM NUMBER: 07962603 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CK MOTORS LLC CENTRAL INDEX KEY: 0001176124 IRS NUMBER: 593580825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-71 FILM NUMBER: 07962625 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GMI LLC CENTRAL INDEX KEY: 0001176060 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-88 FILM NUMBER: 07962642 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CHV LLC CENTRAL INDEX KEY: 0001176070 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-102 FILM NUMBER: 07962655 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY MS WIMBER LLC CENTRAL INDEX KEY: 0001176049 IRS NUMBER: 061625607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-115 FILM NUMBER: 07962668 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALM MOTORS LLC CENTRAL INDEX KEY: 0001176030 IRS NUMBER: 593604216 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-168 FILM NUMBER: 07962721 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON ZUK LLC CENTRAL INDEX KEY: 0001176121 IRS NUMBER: 931254806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-05 FILM NUMBER: 07962558 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRUM INSURANCE SERVICES LLC CENTRAL INDEX KEY: 0001176096 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-23 FILM NUMBER: 07962577 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McDavid Houston-Hon L.L.C. CENTRAL INDEX KEY: 0001405234 IRS NUMBER: 113816178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-41 FILM NUMBER: 07962595 BUSINESS ADDRESS: STREET 1: 11200 GULF FREEWAY CITY: HOUSTON STATE: TX ZIP: 77034 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN RIA LLC CENTRAL INDEX KEY: 0001176073 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-57 FILM NUMBER: 07962611 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GVO LLC CENTRAL INDEX KEY: 0001176079 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-63 FILM NUMBER: 07962617 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CH MOTORS LTD CENTRAL INDEX KEY: 0001176117 IRS NUMBER: 593185442 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-74 FILM NUMBER: 07962628 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN FDO LLC CENTRAL INDEX KEY: 0001176112 IRS NUMBER: 043623132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-100 FILM NUMBER: 07962653 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Jax AC L.L.C. CENTRAL INDEX KEY: 0001402658 IRS NUMBER: 450551011 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-123 FILM NUMBER: 07962676 BUSINESS ADDRESS: STREET 1: 5400 SOUTH U.S. HIGHWAY 1 CITY: FT. PIERCE STATE: FL ZIP: 34982 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE NORTH CAROLINA MANAGEMENT LLC CENTRAL INDEX KEY: 0001176086 IRS NUMBER: 562106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-137 FILM NUMBER: 07962690 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE ATLANTA LLC CENTRAL INDEX KEY: 0001176083 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-152 FILM NUMBER: 07962705 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RWIJ PROPERTIES LLC CENTRAL INDEX KEY: 0001176093 IRS NUMBER: 562091158 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-24 FILM NUMBER: 07962578 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY TAMPA MANAGEMENT LLC CENTRAL INDEX KEY: 0001176143 IRS NUMBER: 592512657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-83 FILM NUMBER: 07962637 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON DAM LLC CENTRAL INDEX KEY: 0001176125 IRS NUMBER: 931266231 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-16 FILM NUMBER: 07962570 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McDavid Grande, L.L.C. CENTRAL INDEX KEY: 0001405231 IRS NUMBER: 113816168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-42 FILM NUMBER: 07962596 BUSINESS ADDRESS: STREET 1: 3700 WEST AIRPORT FREEWAY CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN BATTLEGROUND LLC CENTRAL INDEX KEY: 0001176025 IRS NUMBER: 562036220 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-105 FILM NUMBER: 07962658 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE GROUP LLC CENTRAL INDEX KEY: 0001176004 IRS NUMBER: 232790555 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-144 FILM NUMBER: 07962697 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGGIN CARS LLC CENTRAL INDEX KEY: 0001176036 IRS NUMBER: 593624906 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-68 FILM NUMBER: 07962622 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON HON LLC CENTRAL INDEX KEY: 0001176101 IRS NUMBER: 931254717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-14 FILM NUMBER: 07962568 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON AUTO CREDIT NORTHWEST INC CENTRAL INDEX KEY: 0001176130 IRS NUMBER: 931119211 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-17 FILM NUMBER: 07962571 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GCH LLC CENTRAL INDEX KEY: 0001284512 IRS NUMBER: 141854150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-92 FILM NUMBER: 07962646 MAIL ADDRESS: STREET 1: 3 LANDMARK SQ STREET 2: STE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE JACKSONVILLE LP CENTRAL INDEX KEY: 0001176108 IRS NUMBER: 593512662 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-142 FILM NUMBER: 07962695 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury AR Niss L.L.C. CENTRAL INDEX KEY: 0001402600 IRS NUMBER: 841666361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-166 FILM NUMBER: 07962719 BUSINESS ADDRESS: STREET 1: 5703 LANDERS ROAD CITY: NORTH LITTLE ROCK STATE: AR ZIP: 72117 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRECISION COMPUTER SERVICES INC CENTRAL INDEX KEY: 0001176155 IRS NUMBER: 592867725 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-32 FILM NUMBER: 07962586 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN HONDA VOLVO LLC CENTRAL INDEX KEY: 0001176048 IRS NUMBER: 561975263 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-61 FILM NUMBER: 07962615 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE ST LOUIS LLC CENTRAL INDEX KEY: 0001176136 IRS NUMBER: 431767192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-131 FILM NUMBER: 07962684 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Automotive Florida, L.L.C. CENTRAL INDEX KEY: 0001402639 IRS NUMBER: 371514249 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-147 FILM NUMBER: 07962700 BUSINESS ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McDavid Frisco-Hon L.L.C. CENTRAL INDEX KEY: 0001405236 IRS NUMBER: 113816176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-43 FILM NUMBER: 07962597 BUSINESS ADDRESS: STREET 1: 1601 NORTH DALLAS PKWY CITY: FRISCO STATE: TX ZIP: 75034 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY MS GRAY DANIELS LLC CENTRAL INDEX KEY: 0001176080 IRS NUMBER: 640939974 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-117 FILM NUMBER: 07962670 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRESTIGE BAY LLC CENTRAL INDEX KEY: 0001176039 IRS NUMBER: 710819719 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-25 FILM NUMBER: 07962579 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGGIN AUTOMOTIVE CORP CENTRAL INDEX KEY: 0001176115 IRS NUMBER: 591285803 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-69 FILM NUMBER: 07962623 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Jax K L.L.C. CENTRAL INDEX KEY: 0001402657 IRS NUMBER: 364572826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-121 FILM NUMBER: 07962674 BUSINESS ADDRESS: STREET 1: 10845 PHILLIPS HWY CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAMPA HUND LLC CENTRAL INDEX KEY: 0001176145 IRS NUMBER: 593512664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-22 FILM NUMBER: 07962576 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Jax PB Chev L.L.C. CENTRAL INDEX KEY: 0001402651 IRS NUMBER: 371504393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-119 FILM NUMBER: 07962672 BUSINESS ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ATLANTA INFINITI LLC CENTRAL INDEX KEY: 0001176102 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-158 FILM NUMBER: 07962711 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER PON LLC CENTRAL INDEX KEY: 0001176041 IRS NUMBER: 710819714 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-26 FILM NUMBER: 07962580 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHO PARTNERSHIP LTD CENTRAL INDEX KEY: 0001176010 IRS NUMBER: 593041549 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-73 FILM NUMBER: 07962627 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN FFO HOLDINGS LLC CENTRAL INDEX KEY: 0001176106 IRS NUMBER: 562182741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-98 FILM NUMBER: 07962652 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTY MOTORS LP CENTRAL INDEX KEY: 0001176151 IRS NUMBER: 593512669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-09 FILM NUMBER: 07962563 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McDavid Austin-Acra L.L.C. CENTRAL INDEX KEY: 0001405244 IRS NUMBER: 113816170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-44 FILM NUMBER: 07962598 BUSINESS ADDRESS: STREET 1: 13553 US HWY 183 NORTH CITY: AUSTIN STATE: TX ZIP: 78750 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: C&O PROPERTIES LTD CENTRAL INDEX KEY: 0001176020 IRS NUMBER: 592495022 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-78 FILM NUMBER: 07962632 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Atlanta Inf L.L.C. CENTRAL INDEX KEY: 0001402655 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-159 FILM NUMBER: 07962712 BUSINESS ADDRESS: STREET 1: 1609 CHURCH STREET CITY: DECATUR STATE: GA ZIP: 30033 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE ARKANSAS LLC CENTRAL INDEX KEY: 0001176016 IRS NUMBER: 710817514 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-170 FILM NUMBER: 07962723 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GAU LLC CENTRAL INDEX KEY: 0001176055 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-95 FILM NUMBER: 07962649 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE GROUP HOLDINGS INC CENTRAL INDEX KEY: 0001176003 IRS NUMBER: 043622391 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-145 FILM NUMBER: 07962698 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCUDE NS LLC CENTRAL INDEX KEY: 0001176069 IRS NUMBER: 640922811 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-47 FILM NUMBER: 07962601 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON NISS LLC CENTRAL INDEX KEY: 0001176104 IRS NUMBER: 931254721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144346-11 FILM NUMBER: 07962565 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 S-4 1 ds4.htm FORM S-4 Form S-4

As filed with the Securities and Exchange Commission on July 3, 2007

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Asbury Automotive Group, Inc.

(Exact name of registrant issuer as specified in its charter)

See Table of Registrant Guarantors for information regarding additional Registrants

Delaware

(State or other jurisdiction of

incorporation or organization)

5500

(Primary Standard Industrial

Classification Code Number)

01-0609375

(I.R.S. Employer

Identification Number)

622 Third Avenue, 37th Floor

New York, New York 10017

(212) 885-2500

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Charles R. Oglesby

Chief Executive Officer

Asbury Automotive Group, Inc.

622 Third Avenue, 37th Floor

New York, New York 10017

(212) 885-2500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Thomas E. Dunn, Esq.

Andrew J. Pitts, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

(212) 474-1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered			Proposed Maximum Offering Price per Security(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
7.625% Senior Subordinated Notes due 2017	$	150,000,000	(2)	100	%	$	150,000,000	$	4,605
Guarantees of 7.625% Senior Subordinated Notes due 2017		—		—			—		(3	)

(1)	This estimate is made pursuant to Rule 457(a) of the Securities Act solely for the purpose of determining the registration fee. The above calculation is based on a bona fide estimate of the maximum offering price.

(2)	Represents the aggregate principal amount of the 7.625% Senior Subordinated Notes due 2017 issued by Asbury Automotive Group, Inc.

(3)	Pursuant to Rule 457(n), no additional registration fee is payable with respect to the note guarantees.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Registrant Guarantors


Exact Name of Registrant Guarantor as Specified in its Charter(1)	State of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
AF Motors L.L.C.	Delaware	5500	59-3604214
ALM Motors L.L.C.	Delaware	5500	59-3604216
ANL L.P.	Delaware	5500	59-3503188
Asbury AR Niss L.L.C.	Delaware	5500	84-1666361
Asbury Arkansas Hund L.L.C.	Delaware	5500	56-2411899
Asbury Atlanta AC L.L.C.	Delaware	5500	58-2241119
Asbury Atlanta AU L.L.C.	Delaware	5500	58-2241119
Asbury Atlanta BM L.L.C.	Delaware	5500	58-2241119
Asbury Atlanta Chevrolet L.L.C.	Delaware	5500	58-2241119
Asbury Atlanta Hon L.L.C.	Delaware	5500	58-2241119
Asbury Atlanta Inf L.L.C.	Delaware	5500	58-2241119
Asbury Atlanta Infiniti L.L.C.	Delaware	5500	58-2241119
Asbury Atlanta Jaguar L.L.C.	Delaware	5500	58-2241119
Asbury Atlanta Lex L.L.C.	Delaware	5500	58-2241119
Asbury Atlanta Nis L.L.C.	Delaware	5500	58-2241119
Asbury Atlanta VL L.L.C.	Delaware	5500	58-2241119
Asbury Automotive Arkansas Dealership Holdings L.L.C.	Delaware	5500	71-0817515
Asbury Automotive Arkansas L.L.C.	Delaware	5500	71-0817514
Asbury Automotive Atlanta L.L.C.	Delaware	5500	58-2241119
Asbury Automotive Brandon, L.P.	Delaware	5500	59-3584655
Asbury Automotive Central Florida, L.L.C.	Delaware	5500	59-3580818
Asbury Automotive Deland, L.L.C.	Delaware	5500	59-3604210
Asbury Automotive Financial Services, Inc.	Delaware	6141	75-3061039
Asbury Automotive Florida, L.L.C.	Delaware	5500	37-1514249
Asbury Automotive Fresno L.L.C.	Delaware	5500	03-0508496
Asbury Automotive Group Holdings, Inc.	Delaware	5500	04-3622391
Asbury Automotive Group L.L.C.	Delaware	5500	52-2106837
Asbury Automotive Jacksonville GP L.L.C.	Delaware	5500	59-3512660
Asbury Automotive Jacksonville, L.P.	Delaware	5500	59-3512662
Asbury Automotive Management L.L.C.	Delaware	5500	23-2790555
Asbury Automotive Mississippi L.L.C.	Delaware	5500	64-0924573
Asbury Automotive North Carolina Dealership Holdings L.L.C.	Delaware	5500	56-2106587
Asbury Automotive North Carolina L.L.C.	Delaware	5500	52-2106838
Asbury Automotive North Carolina Management L.L.C.	Delaware	5500	52-2106838
Asbury Automotive North Carolina Real Estate Holdings L.L.C.	Delaware	5500	23-2983952
Asbury Automotive Oregon L.L.C.	Delaware	5500	52-2106837
Asbury Automotive Oregon Management L.L.C.	Delaware	5500	93-1255888
Asbury Automotive South, L.L.C.	Delaware	5500	37-1514247
Asbury Automotive Southern California L.L.C.	Delaware	5500	16-1676796
Asbury Automotive St. Louis, L.L.C.	Delaware	5500	43-1767192
Asbury Automotive Tampa GP L.L.C.	Delaware	5500	13-3990508
Asbury Automotive Tampa, L.P.	Delaware	5500	13-3990509
Asbury Automotive Texas L.L.C.	Delaware	5500	13-3997031
Asbury Automotive Texas Real Estate Holdings L.L.C.	Delaware	5500	11-3816183


Exact Name of Registrant Guarantor as Specified in its Charter(1)	State of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Asbury Deland Imports 2, L.L.C.	Delaware	5500	59-3629420
Asbury Fresno Imports L.L.C.	Delaware	5500	03-0508500
Asbury Jax AC, L.L.C.	Delaware	5500	45-0551011
Asbury Jax Holdings, L.P.	Delaware	5500	59-3516633
Asbury Jax K, L.L.C.	Delaware	5500	36-4572826
Asbury Jax Management L.L.C.	Delaware	5500	59-3503187
Asbury Jax PB Chev, L.L.C.	Delaware	5500	37-1504393
Asbury MS Chev, L.L.C.	Delaware	5500	06-1749057
Asbury MS Gray-Daniels L.L.C.	Delaware	5500	64-0939974
Asbury MS Metro L.L.C.	Delaware	5500	91-2121547
Asbury MS Wimber L.L.C.	Delaware	5500	06-1625607
Asbury MS Yazoo L.L.C.	Delaware	5500	06-1698084
Asbury No Cal Niss L.L.C.	Delaware	5500	05-0605055
Asbury Sacramento Imports L.L.C.	Delaware	5500	33-1080505
Asbury So Cal DC L.L.C.	Delaware	5500	33-1080498
Asbury So Cal Hon L.L.C.	Delaware	5500	33-1080502
Asbury So Cal Niss L.L.C.	Delaware	5500	59-3781893
Asbury St. Louis Cadillac L.L.C.	Delaware	5500	43-1767192
Asbury St. Louis Gen L.L.C.	Delaware	5500	43-1826171
Asbury St. Louis Lex L.L.C.	Delaware	5500	43-1767192
Asbury Tampa Management L.L.C.	Delaware	5500	59-2512657
Asbury-Deland Imports L.L.C.	Delaware	5500	59-3604213
Atlanta Real Estate Holdings L.L.C.	Delaware	5500	58-2241119
Avenues Motors, Ltd.	Florida	5500	59-3381433
Bayway Financial Services, L.P.	Delaware	6141	59-3503190
BFP Motors L.L.C.	Delaware	5500	30-0217335
C&O Properties, Ltd.	Florida	5500	59-2495022
Camco Finance II L.L.C.	Delaware	6141	52-2106838
Camco Finance L.L.C.	Delaware	6141	56-2110955
CFP Motors, Ltd.	Florida	5500	65-0414571
CH Motors, Ltd.	Florida	5500	59-3185442
CHO Partnership, Ltd.	Florida	5500	59-3041549
CK Chevrolet LLC	Delaware	5500	59-3580820
CK Motors LLC	Delaware	5500	59-3580825
CN Motors, Ltd.	Florida	5500	59-3185448
Coggin Automotive Corp.	Florida	5500	59-1285803
Coggin Cars L.L.C.	Delaware	5500	59-3624906
Coggin Chevrolet L.L.C.	Delaware	5500	59-3624905
Coggin Management, L.P.	Delaware	5500	59-3503191
CP-GMC Motors, Ltd.	Florida	5500	59-3185453
Crown Acura/Nissan, LLC	North Carolina	5500	56-1975265
Crown Battleground, LLC	North Carolina	5500	56-2036220
Crown CHH L.L.C.	Delaware	5500	52-2106838
Crown CHO L.L.C.	Delaware	5500	84-1617218
Crown CHV L.L.C.	Delaware	5500	52-2106838
Crown Dodge, LLC	North Carolina	5500	56-1975260
Crown FDO L.L.C.	Delaware	5500	04-3623132
Crown FFO Holdings L.L.C.	Delaware	5500	56-2182741
Crown FFO L.L.C.	Delaware	5500	56-2165412
Crown Fordham L.L.C.	Delaware	5500	52-2106838
Crown GAC L.L.C.	Delaware	5500	52-2106838


Exact Name of Registrant Guarantor as Specified in its Charter(1)	State of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Crown GAU L.L.C.	Delaware	5500	52-2106838
Crown GBM L.L.C.	Delaware	5500	52-2106838
Crown GCA L.L.C.	Delaware	5500	14-1854150
Crown GCH L.L.C.	Delaware	5500	74-3051217
Crown GDO L.L.C.	Delaware	5500	52-2106838
Crown GHO L.L.C.	Delaware	5500	52-2106838
Crown GKI L.L.C.	Delaware	5500	52-2106838
Crown GMI L.L.C.	Delaware	5500	52-2106838
Crown GNI L.L.C.	Delaware	5500	52-2106838
Crown GPG L.L.C.	Delaware	5500	52-2106838
Crown GVO L.L.C.	Delaware	5500	52-2106838
Crown Honda, LLC	North Carolina	5500	56-1975264
Crown Honda-Volvo, LLC	North Carolina	5500	56-1975263
Crown Mitsubishi, LLC	North Carolina	5500	56-1975266
Crown Motorcar Company L.L.C.	Delaware	5500	62-1860414
Crown Raleigh L.L.C.	Delaware	5500	52-2106838
Crown RIA L.L.C.	Delaware	5500	52-2106838
Crown RIB L.L.C.	Delaware	5500	56-2125835
Crown Royal Pontiac, LLC	North Carolina	5500	56-1975262
Crown SJC L.L.C.	Delaware	5500	81-0630983
Crown SNI L.L.C.	Delaware	5500	30-0199361
CSA Imports L.L.C.	Delaware	5500	59-3631079
JC Dealer Systems L.L.C.	Delaware	5500	58-2628641
Escude-M L.L.C.	Delaware	5500	64-0922813
Escude-MO L.L.C.	Delaware	5500	64-0924573
Escude-NN L.L.C.	Delaware	5500	64-0922808
Escude-NS L.L.C.	Delaware	5500	64-0922811
Escude-T L.L.C.	Delaware	5500	64-0922812
HFP Motors L.L.C.	Delaware	5500	06-1631102
KP Motors L.L.C.	Delaware	5500	06-1629064
McDavid Austin-Acra, L.L.C.	Delaware	5500	11-3816170
McDavid Frisco-Hon, L.L.C.	Delaware	5500	11-3816176
McDavid Grande, L.L.C.	Delaware	5500	11-3816168
McDavid Houston-Hon, L.L.C.	Delaware	5500	11-3816178
McDavid Houston-Niss, L.L.C.	Delaware	5500	11-3816172
McDavid Irving-Hon, L.L.C.	Delaware	5500	11-3816175
McDavid Outfitters, L.L.C.	Delaware	5500	11-3816166
McDavid Plano-Acra, L.L.C.	Delaware	5500	11-3816179
NP FLM L.L.C.	Delaware	5500	71-0819724
NP MZD L.L.C.	Delaware	5500	71-0819723
NP VKW L.L.C.	Delaware	5500	71-0819721
Plano Lincoln-Mercury, Inc.	Delaware	5500	75-2430953
Precision Computer Services, Inc.	Florida	5500	59-2867725
Precision Enterprises Tampa, Inc.	Florida	5500	59-2148481


Exact Name of Registrant Guarantor as Specified in its Charter(1)	State of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Precision Infiniti, Inc.	Florida	5500	59-2958651
Precision Motorcars, Inc.	Florida	5500	59-1197700
Precision Nissan, Inc.	Florida	5500	59-2734672
Premier NSN L.L.C.	Delaware	5500	71-0819715
Premier Pon L.L.C.	Delaware	5500	71-0819714
Prestige Bay L.L.C.	Delaware	5500	71-0819719
Prestige Toy L.L.C.	Delaware	5500	71-0819720
RER Properties, LLC	North Carolina	5500	56-2091165
RWIJ Properties, LLC	North Carolina	5500	56-2091158
Spectrum Insurance Services L.L.C.	Delaware	6411	58-2241119
Tampa Hund, L.P.	Delaware	5500	59-3512664
Tampa Kia, L.P.	Delaware	5500	59-3512666
Tampa LM, L.P.	Delaware	5500	52-2124362
Tampa Mit, L.P.	Delaware	5500	59-3512667
Tampa Suzu, L.P.	Delaware	5500	59-3512668
Thomason Auto Credit Northwest, Inc.	Oregon	5500	93-1119211
Thomason Dam L.L.C.	Delaware	5500	93-1266231
Thomason Frd L.L.C.	Delaware	5500	93-1254703
Thomason Hon L.L.C.	Delaware	5500	93-1254717
Thomason Hund L.L.C.	Delaware	5500	93-1254690
Thomason Maz L.L.C.	Delaware	5500	93-1254723
Thomason Niss L.L.C.	Delaware	5500	93-1254721
Thomason Outfitters L.L.C.	Delaware	5500	68-0492340
Thomason Pontiac-GMC L.L.C.	Delaware	5500	43-1976952
Thomason Suzu L.L.C.	Delaware	5500	93-1256214
Thomason TY L.L.C.	Delaware	5500	93-1254719
Thomason Zuk L.L.C.	Delaware	5500	93-1254806
WMZ Brandon Motors, L.P.	Delaware	5500	59-3512670
WMZ Motors, L.P.	Delaware	5500	59-3512663
WTY Motors, L.P.	Delaware	5500	59-3512669

(1)	The address and phone number of each Registrant Guarantor is c/o Asbury Automotive Group, Inc., 622 Third Avenue, 37th Floor, New York, New York 10017, (212) 885-2500.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 3, 2007

PROSPECTUS

LOGO

Asbury Automotive Group, Inc.

Exchange Offer for

Up to $150,000,000 Principal Amount Outstanding

of 7.625% Senior Subordinated Notes due 2017

for a Like Principal Amount of

Registered 7.625% Senior Subordinated Notes due 2017

We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which together constitute the “Exchange Offer”), to exchange up to $150,000,000 principal amount of our registered 7.625% Senior Subordinated Notes due 2017 (the “New Notes”) and the guarantees thereof for a like principal amount of our outstanding unregistered 7.625% Senior Subordinated Notes due 2017 (the “Original Notes” and together with the New Notes, the “notes”) and the guarantees thereof. Subject to specified conditions, the New Notes will be free of the transfer restrictions that apply to our outstanding unregistered Original Notes that you currently hold, but will otherwise have substantially the same terms of such outstanding Original Notes. Each of the notes is irrevocably and unconditionally guaranteed by Asbury’s current, wholly-owned subsidiaries.

We will exchange any and all Original Notes that are validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on , 2007, unless we extend it.

We have not applied, and do not intend to apply, for listing of the New Notes on any national securities exchange or automated quotation system.

Each broker-dealer that receives New Notes for its own account pursuant to this Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for outstanding Original Notes where such outstanding Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration of this Exchange Offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

See “ Risk Factors” beginning on page 6 to read about important factors you should consider in connection with this Exchange Offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated , 2007.

TABLE OF CONTENTS


		Page
Manufacturer Disclaimer		i
Where You Can Find More Information		ii
Incorporation by Reference		ii
Forward-Looking Statements		iii
Prospectus Summary		1
Risk Factors		6
Use of Proceeds		10
Ratio of Earnings to Fixed Charges		10
The Exchange Offer		11
Description of the Notes		19
Material United States Federal Income Tax Considerations		58
Plan of Distribution		59
Validity of the New Notes		60
Experts		60

You should rely only on the information contained or incorporated by reference in this prospectus. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date of this document, or that any information we have incorporated by reference in this prospectus is accurate as of any date other than the date of the document incorporated by reference regardless of the time of delivery of this prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

MANUFACTURER DISCLAIMER

No manufacturer or distributor has been involved, directly or indirectly, in the preparation of this prospectus, the documents incorporated by reference herein or in the offering being made hereby. No manufacturer or distributor has been authorized to make any statements or representations in connection with this prospectus, and no manufacturer or distributor has any responsibility for the accuracy or completeness of this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information regarding the operation of the Public Reference Room.

In addition, we make available on our web site at http://www.asburyauto.com our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K (and any amendments to those reports) filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as practicable after they have been electronically filed with the SEC. Unless otherwise specified, information contained on our web site, available by hyperlink from our web site or on the SEC’s web site, is not incorporated into the registration statement of which this prospectus forms a part or other documents we file with, or furnish to, the Commission.

INCORPORATION BY REFERENCE

We are incorporating by reference the information that we file with the SEC, which means that we are disclosing important information to you in those documents. The information incorporated by reference is an important part of this prospectus, and the information that we subsequently file with the SEC will automatically update and supercede information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior to the termination of the offering under this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K.

•

Annual Report on Form 10-K/A for the year ended December 31, 2006, filed on March 12, 2007;

•

Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 9, 2007; and

•

Current Reports on Form 8-K filed on January 2, 2007, January 18, 2007, February 15, 2007, February 26, 2007, February 28, 2007, March 13, 2007, March 30, 2007 and May 9, 2007.

Any statement contained in this prospectus, or in a document all or a portion of which is incorporated by reference in this prospectus, will be deemed to be modified or superceded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or supercedes the statement. Any such statement or document so modified or superceded will not be deemed, except as so modified or superceded, to constitute a part of this prospectus.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address and telephone number:

Asbury Automotive Group, Inc.

622 Third Avenue

37th Floor

New York, New York 10017

Telephone: (212) 885-2500

FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements include statements relating to goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy under the headings, “Prospectus Summary” and “Risk Factors.” These statements are based on management’s current expectations and involve significant risks and uncertainties that may cause results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things,

•

market factors,

•

our relationships with vehicle manufacturers and other suppliers,

•

risks associated with our substantial indebtedness,

•

risks related to pending and potential future acquisitions, and

•

general economic conditions both nationally and locally and governmental regulations and legislation.

There can be no guarantees our plans for future operations will be successfully implemented or that they will prove to be commercially successful. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

iii

PROSPECTUS SUMMARY

The following is a summary of some of the information contained in this prospectus. It may not contain all the information that is important to you. To understand this offering fully, you should read carefully the entire prospectus, including the section entitled “Risk Factors” beginning on page 6, the financial statements, and the documents we have incorporated by reference. For the purposes of this prospectus, references to “Asbury,” “Company,” “we,” “us,” and “our” refer to Asbury Automotive Group, Inc., and unless the context otherwise requires, its subsidiaries and their respective predecessors in interest.

This prospectus and the reports filed with the SEC that are incorporated by reference herein include statistical data regarding the automotive retailing industry. Although we believe these industry sources are reliable, we have not independently researched or verified this information. Accordingly, investors should not place undue reliance on this information.

BUSINESS

Our Company

We are one of the largest automotive retailers in the United States, operating 115 franchises (88 dealership locations) in 21 metropolitan markets within 10 states as of the date of this prospectus. We offer an extensive range of automotive products and services, including new and used vehicles, vehicle maintenance, replacement parts, collision repair services, and financing, insurance and service contracts. We offer 33 domestic and foreign brands of new vehicles, including four heavy truck brands. We also operate 23 collision repair centers that serve our markets.

Our retail network is currently organized into four regions and includes nine dealership groups, each marketed under different local brands: (i) Florida (comprising our Coggin dealerships, operating primarily in Jacksonville and Orlando, and our Courtesy dealerships operating in Tampa), (ii) West (comprising our McDavid dealerships operating throughout Texas and our California dealerships operating in Los Angeles, Sacramento and Fresno), (iii) Mid-Atlantic (comprising our Crown dealerships operating in North Carolina, South Carolina and Southern Virginia) and (iv) South (comprising our Nalley dealerships operating in Atlanta, Georgia, and our North Point dealerships operating in Little Rock, Arkansas). Our Plaza dealerships operating in St. Louis, Missouri and our Gray Daniels dealerships operating in Jackson, Mississippi remain standalone operations.

The Refinancing

During the three months ended March 31, 2007, we initiated a refinancing of our long-term debt which included (i) a cash tender offer for all of our $250.0 million principal amount of 9% Senior Subordinated Notes due 2012 (“9% Notes”), (ii) the issuance of $115.0 million principal amount of 3.00% Senior Subordinated Convertible Notes (the “Convertible Notes”) and (iii) the issuance of $150.0 million principal amount of the notes covered by this prospectus. As of March 31, 2007, we had completed the issuance of the notes and the Convertible Notes and repurchased $238.1 million of our 9% Notes through our tender offer. On June 15, 2007, we redeemed the remaining $11.9 million of our 9% Notes. We refer to the tender offer, the issuance of the notes and the Convertible Notes, the repurchase and redemption of the 9% Notes as the “Refinancing.”

Our principal executive offices are located at 622 Third Avenue, 37th Floor, New York, New York 10017. Our telephone number is (212) 885-2500. Information contained on our web site or that can be accessed through our web site is not incorporated by reference in this prospectus. You should not consider information contained on our web site or that can be accessed through our web site to be part of this prospectus.

Summary of the Terms of the Exchange Offer

Background

On March 26, 2007, we completed a private placement of $150,000,000 aggregate principal amount of the Original Notes. In connection with that private placement, we entered into a registration rights agreement in which we agreed to, among other things, complete an exchange offer.

The Exchange Offer

We are offering to exchange our New Notes which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) for a like principal amount of our outstanding, unregistered Original Notes. Original Notes may only be tendered in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof. See “The Exchange Offer—Terms of the Exchange.”

Resale of New Notes

Based upon the position of the staff of the SEC as described in previous no-action letters, we believe that New Notes issued pursuant to the Exchange Offer in exchange for Original Notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

•

you are acquiring the New Notes in the ordinary course of your business;

•

you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in a distribution of the New Notes; and

•

you are not our “affiliate” as defined under Rule 405 of the Securities Act.

We do not intend to apply for listing of the New Notes on any securities exchange or to seek approval for quotation through an automated quotation system. Accordingly, there can be no assurance that an active market will develop upon completion of the Exchange Offer or, if developed, that such market will be sustained or as to the liquidity of any market. Each broker-dealer that receives New Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of New Notes during the 180 days after the expiration of this Exchange Offer. See “Plan of Distribution.”

Consequences If You Do Not Exchange Your Original Notes

Original Notes that are not tendered in the Exchange Offer or are not accepted for exchange will continue to bear legends restricting their transfer. You will not be able to offer or sell such Original Notes unless:

•

you are able to rely on an exemption from the requirements of the Securities Act; or

•

the Original Notes are registered under the Securities Act.

After the Exchange Offer is closed, we will no longer have an obligation to register the Original Notes, except under some limited circumstances. See “Risk Factors—If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.”

Expiration Date

The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2007, unless we extend the Exchange Offer. See “The Exchange Offer—Expiration Date; Extensions; Amendments.”

Issuance of New Notes

We will issue New Notes in exchange for Original Notes tendered and accepted in the Exchange Offer promptly following the Expiration Date. See “The Exchange Offer—Terms of the Exchange.”

Certain Conditions to the Exchange Offer

The Exchange Offer is subject to certain customary conditions, which we may amend or waive. See “The Exchange Offer—Conditions to the Exchange Offer.”

Special Procedures for Beneficial Holders

If you beneficially own Original Notes which are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender in the Exchange Offer, you should contact such registered holder promptly and instruct such person to tender on your behalf. If you wish to tender in the Exchange Offer on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Original Notes, either arrange to have the Original Notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a considerable time. See “The Exchange Offer—Procedures for Tendering.”

Withdrawal Rights

You may withdraw your tender of Original Notes at any time before the Exchange Offer expires. See “The Exchange Offer—Withdrawal of Tenders.”

Accounting Treatment

We will not recognize any gain or loss for accounting purposes upon the completion of the Exchange Offer. The expenses of the Exchange Offer that we pay will increase our deferred financing costs in accordance with generally accepted accounting principles. See “The Exchange Offer—Accounting Treatment.”

Federal Income Tax Consequences

The exchange pursuant to the Exchange Offer generally will not be a taxable event for U.S. Federal income tax purposes. See “Material United States Federal Income Tax Considerations.”

Use of Proceeds

We will not receive any proceeds from the issuance of New Notes pursuant to the Exchange Offer.

Exchange Agent

The Bank of New York is serving as exchange agent in connection with the Exchange Offer.

Summary of the Terms of the New Notes

Other than the restrictions on transfer and registration rights, the New Notes will have the same financial terms and covenants as the Original Notes, which are as follows:

Issuer

Asbury Automotive Group, Inc.

Securities Offered

$150,000,000 aggregate principal amount of 7.625% Senior Subordinated Notes due 2017.

Maturity Date

March 15, 2017.

Interest

The New Notes will bear interest at the rate of 7.625% per annum, from the most recent date to which interest on the Original Notes has been paid or, if no interest has been paid on the Original Notes, from March 26, 2007. Interest is payable semi-annually in arrears on March 15 and September 15 of each year.

Guarantors

The notes will be guaranteed by all of our current, wholly-owned subsidiaries. The notes will be guaranteed by all of our future domestic restricted subsidiaries that have outstanding, incur or guarantee any other indebtedness. Each subsidiary guarantor will provide a guarantee of the payment of principal, premium, if any, and interest on the notes on a senior subordinated basis.

Ranking

The notes are senior subordinated debt. Both the notes and the subsidiary guarantees rank:

•

junior to all of our and the subsidiary guarantors’ existing and future senior indebtedness (including any borrowings under our committed credit facility (the “Committed Credit Facility”) with JPMorgan Chase Bank, N.A., 17 other financial institutions, Ford Motor Credit Company and DaimlerChrysler Financial Services North America LLC and floor plan facilities);

•

equally with all our existing and future senior subordinated indebtedness, including our 8% Notes and Convertible Notes;

•

senior to any of our and the subsidiary guarantors’ future junior subordinated indebtedness; and

•

effectively junior to all indebtedness and other liabilities of future non-guarantor subsidiaries, including trade payables.

As of March 31, 2007, after giving pro forma effect to the Refinancing, (i) we and our consolidated subsidiaries would have had $725.3 million of secured indebtedness, including borrowings of $671.4 million under our floor plan facilities and (ii) we and our subsidiary guarantors would have had $444.4 million of unsecured senior subordinated indebtedness outstanding.

No Entitlement to Sinking Fund

The notes will not be entitled to the benefit of any sinking fund.

Optional Redemption

Any time prior to March 15, 2010, we may, at our option, use the net proceeds of one or more equity offerings to redeem up to 35% of the aggregate principal amount of notes. At any time prior to March 15, 2012, we may, at our option, redeem all or a portion of the notes in cash at a price equal to 100% of their principal amount plus the applicable premium described under “Description of the Notes—Optional Redemption.” On and after March 15, 2012, we may, at our option, redeem all or a portion of the notes in cash at the redemption prices described under “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the date of redemption.

Mandatory Offer to Repurchase

If we sell assets under specific circumstances, or experience specific kinds of changes of control, we may be required to offer to repurchase the notes at the prices set forth in “Description of the Notes—Repurchase at the Option of Holders.”

Basic Covenants of the Indenture

The indenture governing the notes contains covenants that, among other things, will limit our ability and the ability of our restricted subsidiaries to:

•

incur indebtedness or issue preferred shares;

•

pay dividends or make other equity distributions in respect of our capital stock or to make certain other restricted payments;

•

make investments;

•

create liens;

•

agree to payment restrictions affecting our restricted subsidiaries;

•

merge, consolidate or transfer or sell all or substantially all of our assets;

•

enter into transactions with our affiliates; and

•

designate our subsidiaries as unrestricted subsidiaries.

These covenants are subject to important qualifications and exceptions. For more details, see the section entitled “Description of the Notes—Certain Covenants.”

RISK FACTORS

Before you decide to participate in this Exchange Offer, and in consultation with your own financial and legal advisors, you should carefully consider, among other matters, the following risk factors, as well as those incorporated by reference in this prospectus from our most recent annual report on Form 10-K/A under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other filings we may make from time to time with the SEC.

Risks Related to the Notes and the Exchange Offer

If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.

Original Notes which you do not tender or we do not accept will, following the Exchange Offer, continue to be restricted securities, and you may not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities law. We will issue New Notes in exchange for the Original Notes pursuant to the Exchange Offer only following the satisfaction of the procedures and conditions set forth in “The Exchange Offer—Procedures for Tendering.” These procedures and conditions include timely receipt by the exchange agent of such Original Notes (or a confirmation of book-entry transfer) and of a properly completed and duly executed letter of transmittal (or an agent’s message from The Depository Trust Company).

Because we anticipate that most holders of Original Notes will elect to exchange their Original Notes, we expect that the liquidity of the market for any Original Notes remaining after the completion of the Exchange Offer will be substantially limited. Any Original Notes tendered and exchanged in the Exchange Offer will reduce the aggregate principal amount of the Original Notes outstanding. Following the Exchange Offer, if you do not tender your Original Notes you generally will not have any further registration rights, and your Original Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Original Notes could be adversely affected.

Our substantial leverage could adversely affect our ability to operate our business and adversely impact our compliance with our Committed Credit Facility and other debt covenants.

We are highly leveraged and have significant debt service obligations. As of March 31, 2007, after giving pro forma effect to the Refinancing, (i) we and our consolidated subsidiaries would have had $725.3 million of secured indebtedness, including borrowings of $671.4 million under our floor plan facilities and (ii) we and our subsidiary guarantors would have had $444.4 million of unsecured senior subordinated indebtedness outstanding. In addition, we and our subsidiaries may incur additional debt from time to time to finance acquisitions or capital expenditures or for other purposes, subject to the restrictions contained in our Committed Credit Facility and the indentures governing our 8% Notes and the notes. We will have substantial debt service obligations, consisting of required cash payments of principal and interest, for the foreseeable future.

In addition, we have operating and financial restrictions and covenants in our debt instruments, including the Committed Credit Facility and the indentures governing each of our 8% Notes and the notes, that may adversely affect our ability to finance our future operations or capital needs or to pursue certain business activities. In particular, our Committed Credit Facility requires us to maintain certain financial ratios, including a fixed charge coverage ratio of no less than 1.2 to 1. As of March 31, 2007, after giving pro forma effect to the Refinancing, our fixed charge coverage ratio would have been 1.6 to 1. Our ability to comply with these ratios may be affected by events beyond our control. A breach of any of the covenants in our debt instruments or our inability to comply with the required financial ratios could result in an event of default, which, if not cured or waived, could have a material adverse effect on us. In the event of any default under the Committed Credit Facility, the payment of all outstanding borrowings could be accelerated together with accrued and unpaid

interest and other fees, and we would be required to apply all of our available cash to repay these borrowings or could be prevented from making debt service payments on our 8% Notes, the Convertible Notes and the notes, any of which would be an event of default under the indentures governing each of our 8% Notes, the Convertible Notes and the notes. Our substantial debt service obligations could increase our vulnerability to adverse economic or industry conditions.

We are a holding company and as a result are dependent on our subsidiaries to generate sufficient cash and distribute cash to us to service our indebtedness, including the notes.

Our ability to make payments on our indebtedness, fund our ongoing operations and invest in capital expenditures and any acquisitions will depend on our subsidiaries’ ability to generate cash in the future and distribute that cash to us. It is possible that our subsidiaries may not generate cash from operations in an amount sufficient to enable us to service our indebtedness, including the notes. Many of our subsidiaries are subject to restrictions on payments to us and our affiliates under their franchise agreements, dealer agreements, other agreements with manufacturers, mortgages, loan facilities and floor plan agreements. For example, most of the agreements contain minimum working capital or net worth requirements, and some manufacturers’ dealer agreements specifically prohibit a distribution to us if the distribution would cause the dealership to fail to meet such manufacturer’s capitalization guidelines, including net working capital. These restrictions limit our ability to utilize profits generated from one subsidiary at other subsidiaries or, in some cases, at the parent company. These factors could also render our subsidiary guarantors financially or contractually unable to make payments under their guarantees of the notes.

Your right to receive payments on the notes is junior to our existing and future senior indebtedness and the existing and future senior indebtedness of our guarantors.

The notes and the guarantees are subordinated to the prior payment in full of our and the guarantors’ respective current and future senior indebtedness to the extent set forth in the indenture. As of March 31, 2007, after giving pro forma effect to the Refinancing, we would have had $725.3 million of total senior indebtedness including borrowings of $671.4 million under our floor plan facilities. As of such date, no amounts were outstanding under our Committed Credit Facility, which provides for aggregate borrowings, subject to certain conditions precedent, of up to $125 million. The notes also are subordinated to senior indebtedness under our floor plan facilities. Because of the subordination provisions of the notes, in the event of the bankruptcy, liquidation or dissolution of Asbury or any guarantor, our assets or the assets of the guarantors would be available to pay obligations under the notes and our other senior subordinated obligations only after all payments had been made on our or the guarantors’ senior indebtedness. Sufficient assets may not remain after all these payments have been made to make required payments on the notes and any other senior subordinated obligations, including payments of interest when due. As a result, holders of notes may receive less, ratably, than our other unsecured general creditors if we are the subject of a bankruptcy, liquidation, reorganization or similar proceeding.

In addition, we are prohibited from making all payments on the notes and the guarantees in the event of a payment default on our senior indebtedness (including borrowings under our Committed Credit Facility and floor plan facilities) and, for limited periods, upon the occurrence of other defaults under our Committed Credit Facility and floor plan facilities. In the event of a nonpayment default under our senior indebtedness, we may not have sufficient funds to pay all of our creditors, including the holders of the notes. See “Description of the Notes.”

Claims of creditors of all of our non-guarantor subsidiaries will have priority with respect to the assets and earnings of those subsidiaries over you as a holder of the notes.

The notes are effectively subordinated to all existing and future liabilities of our subsidiaries that are not guarantors. Subsidiaries we may establish or acquire in the future that are foreign subsidiaries, or which do not have any indebtedness or guarantees of indebtedness or which we designate as unrestricted subsidiaries in accordance with the indenture, will not be required to guarantee the notes. Claims of creditors of our

non-guarantor subsidiaries, including trade creditors, generally will have priority with respect to the assets and earnings of such subsidiaries over our claims or those of our creditors, including you as a holder of the notes. In the event that any of our non-guarantor subsidiaries become insolvent, liquidate, reorganize, dissolve or otherwise wind up, the assets and earnings of those subsidiaries will be used first to satisfy the claims of their creditors, trade creditors, banks and other lenders and judgment creditors.

The notes are not secured.

In addition to being subordinated to all of our and our guarantors’ existing and future senior indebtedness, the notes and the guarantees are not secured by any of our assets or those of our subsidiaries. Our obligations under our Committed Credit Facility are secured by a blanket lien on all of our assets. In addition, substantially all our new and used vehicle inventory, among other assets, is pledged to secure our obligations under our floor plan facilities under which we finance vehicle purchases. Finally, the terms of the notes do not restrict us from granting liens to secure debt that is senior in right of payment to the notes. If we become insolvent or are liquidated, or if payment under the Committed Credit Facility or any other secured senior indebtedness is accelerated, the lenders under the Committed Credit Facility or holders of other secured senior indebtedness will be entitled to exercise the remedies available to a secured lender under applicable law (in addition to any remedies that may be available under documents pertaining to the Committed Credit Facility or our other senior indebtedness).

Restrictions imposed by our Committed Credit Facility and each of the indentures governing our 8% Notes and the notes limit our ability to obtain additional financing and to pursue business opportunities.

The operating and financial restrictions and covenants in our debt instruments, including our Committed Credit Facility, 8% Notes and the notes, may adversely affect our ability to finance our future operations or capital needs or to pursue certain business activities. In particular, our Committed Credit Facility requires us to maintain certain financial ratios. Our ability to comply with these ratios may be affected by events beyond our control. A breach of any of these covenants or our inability to comply with the required financial ratios could result in a default under our Committed Credit Facility. In the event of any default under our Committed Credit Facility, the lenders could elect to declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be due and payable, to require us to apply all of our available cash to repay these borrowings or to prevent us from making debt service payments on the notes, any of which would be an event of default under the notes. See “Description of the Notes.”

It may not be possible for us to purchase notes on the occurrence of a change in control.

Upon the occurrence of specific change of control events, we will be required to offer to repurchase all of the notes at 101% of the principal amount of the notes plus accrued and unpaid interest, including any special interest, to the date of purchase. We may not have sufficient funds available for us to make any required repurchase of the notes upon a change of control. Our failure to purchase tendered notes would constitute a default under the indenture governing the notes, which, in turn, would constitute a default under our Committed Credit Facility and other debt instruments. See “Description of the Notes—Repurchase at the Option of Holders—Change of Control.”

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note-holders to return payments received from guarantors.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a subsidiary guarantee can be voided, or claims under a subsidiary guarantee may be subordinated to all other debts of that subsidiary guarantor if, among other things, the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•

intended to hinder, delay or defraud any present or future creditor or received less than reasonably equivalent value or fair consideration for the issuance of the guarantee; and

•

the subsidiary guarantor:

•

was insolvent or rendered insolvent by reason of issuing the guarantee;

•

was engaged in a business or transaction for which the subsidiary guarantor’s remaining assets constituted unreasonably small capital; or

•

intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they become due.

In addition, any payment by that subsidiary guarantor under a guarantee could be voided and required to be returned to the subsidiary guarantor or to a fund for the benefit of the creditors of the subsidiary guarantor under such circumstances.

The measures of insolvency for purposes of fraudulent transfer laws will vary depending upon the governing law. Generally, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair salable value of all of its assets;

•

the present fair salable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or

•

it could not pay its debts as they became due.

In the event the guarantee of the notes by a subsidiary guarantor is voided as a fraudulent conveyance, holders of the notes would effectively be subordinated to all indebtedness and other liabilities of that guarantor.

We cannot assure you that an active trading market will develop for the New Notes.

The New Notes are a new issue of securities for which there is currently no trading market. We do not intend to apply for listing of the New Notes on any securities exchange or to seek approval for quotation through any automated quotation system. Accordingly, there can be no assurance that an active trading market will develop upon completion of the Exchange Offer or, if it develops, that such market will be sustained. In addition, the liquidity of the trading market in the New Notes, if it develops, and the market price quoted for the New Notes may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the financial performance or prospects of companies in the automotive industry. If an active market does not develop or is not maintained, the market price of the New Notes may decline and you may not be able to resell the New Notes.

USE OF PROCEEDS

We will not receive any proceeds from the issuance of the New Notes pursuant to the Exchange Offer.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of our earnings to our fixed charges for the periods indicated.

Year Ended December 31,

Three Months Ended
March 31,

2006

2005

2004

2003

2002

2007

2006

Ratio of Earnings to Fixed Charges

2.04x

2.08x

2.12x

2.10x

1.14x

1.91x

For purposes of computing the above ratios: (1) earnings consist of pre-tax income from continuing operations before equity method earnings or losses plus fixed charges; and (2) fixed charges consist of interest expense on debt (including floor plan debt) and amortization of deferred debt issuance costs, and that portion of rental expense representative of interest.

THE EXCHANGE OFFER

Purpose of the Exchange Offer

In connection with the sale of the Original Notes, we entered into a registration rights agreement with the initial purchasers, under which we agreed to use our reasonable best efforts to file and have declared effective a registration statement under the Securities Act relating to the Exchange Offer.

We are making the Exchange Offer in reliance on the position of the SEC as set forth in certain no-action letters. However, we have not sought our own no-action letter. Based upon these interpretations by the SEC, we believe that a holder of New Notes, but not a holder who is our “affiliate” within the meaning of Rule 405 of the Securities Act, who exchanges Original Notes for New Notes in the Exchange Offer generally may offer the New Notes for resale, sell the New Notes and otherwise transfer the New Notes without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act. This does not apply, however, to a holder who is our “affiliate” within the meaning of Rule 405 of the Securities Act. We also believe that a holder may offer, sell or transfer the New Notes only if the holder acquires the New Notes in the ordinary course of its business and is not participating, does not intend to participate and has no arrangement or understanding with any person to participate in a distribution of the New Notes.

Any holder of the Original Notes using the Exchange Offer to participate in a distribution of New Notes cannot rely on the no-action letters referred to above. Any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities and who receives New Notes in exchange for such Original Notes pursuant to the Exchange Offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes.

Each broker-dealer that receives New Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The letter of transmittal states that by acknowledging and delivering a prospectus, a broker-dealer will not be considered to admit that it is an “underwriter” within the meaning of the Securities Act. We have agreed that for a period of not less than 180 days after the expiration date for the Exchange Offer, we will make this prospectus available to broker-dealers for use in connection with any such resale. See “Plan of Distribution.”

Except as described above, this prospectus may not be used for an offer to resell, resale or other transfer of New Notes.

The Exchange Offer is not being made to, nor will we accept tenders for exchange from, holders of Original Notes in any jurisdiction in which the Exchange Offer or the acceptance of it would not be in compliance with the securities or blue sky laws of such jurisdiction.

Terms of the Exchange

Upon the terms and subject to the conditions of the Exchange Offer, we will accept any and all Original Notes validly tendered prior to 5:00 p.m., New York time, on the expiration date for the Exchange Offer. Promptly after the expiration date (unless extended as described in this prospectus), we will issue an aggregate principal amount of up to $150.0 million of New Notes and guarantees related thereto for a like principal amount of outstanding Original Notes and guarantees related thereto tendered and accepted in connection with the Exchange Offer. The New Notes issued in connection with the Exchange Offer will be delivered on the earliest

practicable date following the expiration date. Holders may tender some or all of their Original Notes in connection with the Exchange Offer, but only in an amount equal to $2,000 principal amount or in integral multiples of $1,000 in excess thereof. The terms of the New Notes will be identical in all material respects to the terms of the Original Notes, except that the New Notes will have been registered under the Securities Act and will be issued free from any covenant regarding registration, including the payment of Special Interest upon a failure to file or have declared effective an Exchange Offer registration statement or to complete the Exchange Offer by certain dates. The New Notes will evidence the same debt as the Original Notes and will be issued under the same indenture and entitled to the same benefits under that indenture as the Original Notes being exchanged. As of the date of this prospectus, $150.0 million in aggregate principal amount of the Original Notes is outstanding.

In connection with the issuance of the Original Notes, we arranged for the Original Notes purchased by qualified institutional buyers and those sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of The Depository Trust Company (“DTC”), acting as depositary. Except as described under “Description of the Notes—Exchanges of Book-Entry Notes for Certificated Notes,” New Notes will be issued in the form of a global note registered in the name of DTC or its nominee and each beneficial owner’s interest in it will be transferable in book-entry form through DTC. See “Description of the Notes—Exchanges of Book-Entry Notes for Certificated Notes.”

Holders of Original Notes do not have any appraisal or dissenters’ rights in connection with the Exchange Offer. Original Notes which are not tendered for exchange or are tendered but not accepted in connection with the Exchange Offer will remain outstanding and be entitled to the benefits of the indenture under which they were issued, but certain registration and other rights under the registration rights agreement will terminate and holders of the Original Notes will generally not be entitled to any registration rights under the registration rights agreement. See “—Consequences of Failures to Properly Tender Original Notes in the Exchange Offer.”

We shall be considered to have accepted validly tendered Original Notes if and when we have given written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the New Notes from us.

If any tendered Original Notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, we will return the Original Notes, without expense, to the tendering holder promptly after the expiration date for the Exchange Offer.

Holders who tender Original Notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on exchange of Original Notes in connection with the Exchange Offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the Exchange Offer. See “—Fees and Expenses.”

Expiration Date; Extensions; Amendments

The expiration date for the Exchange Offer is 5:00 p.m., New York City time, on , 2007, unless extended by us in our sole discretion, in which case the term “expiration date” shall mean the latest date and time to which the Exchange Offer is extended.

We reserve the right, in our sole discretion:

•

to delay accepting any Original Notes, to extend the Exchange Offer or to terminate the Exchange Offer if, in our reasonable judgment, any of the conditions described below shall not have been satisfied, by giving written notice of the delay, extension or termination to the exchange agent, or

•

to amend the terms of the Exchange Offer in any manner.

If we amend the Exchange Offer in a manner that we consider material, we will disclose such amendment by means of a prospectus supplement, and we will extend the Exchange Offer for a period of five to ten business days.

If we determine to extend, amend or terminate the Exchange Offer, we will publicly announce this determination by making a timely release through an appropriate news agency.

Interest on the New Notes

The New Notes will bear interest at the rate of 7.625% per annum from the most recent date to which interest on the Original Notes has been paid or, if no interest has been paid on such Original Notes, from March 26, 2007. Interest will be payable semiannually in arrears on March 15 and September 15 of each year.

Conditions to the Exchange Offer

Notwithstanding any other term of the Exchange Offer, we will not be required to accept for exchange, or to exchange any New Notes for, any Original Notes and may terminate the Exchange Offer as provided in this prospectus before the acceptance of the Original Notes, if prior to the expiration date:

•

any action or proceeding is instituted or threatened in any court or by or before any governmental agency relating to the Exchange Offer which, in our reasonable judgment, might materially impair the contemplated benefits of the Exchange Offer to us, or any material adverse development has occurred in any existing action or proceeding relating to us or any of our subsidiaries;

•

any change, or any development involving a prospective change, in our business or financial affairs or any of our subsidiaries has occurred which, in our reasonable judgment, might materially impair our ability to proceed with the Exchange Offer or materially impair the contemplated benefits of the Exchange Offer to us;

•

any law, statute, rule or regulation is proposed, adopted or enacted which in our reasonable judgment might materially impair our ability to proceed with the Exchange Offer; or

•

any governmental approval has not been obtained, which approval we, in our reasonable discretion, consider necessary for the completion of the Exchange Offer as contemplated by this prospectus.

The conditions listed above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our reasonable discretion in whole or in part at any time and from time to time prior to the expiration date. The failure by us at any time to exercise any of the above rights shall not be considered a waiver of such right, and such right shall be considered an ongoing right which may be asserted at any time and from time to time.

If we determine in our reasonable discretion that any of the conditions are not satisfied, we may:

•

refuse to accept any Original Notes and return all tendered Original Notes to the tendering holders;

•

extend the Exchange Offer and retain all Original Notes tendered before the expiration of the Exchange Offer, subject, however, to the rights of holders to withdraw those Original Notes (See “—Withdrawal of Tenders” below); or

•

waive unsatisfied conditions relating to the Exchange Offer and accept all properly tendered Original Notes which have not been withdrawn.

Procedures for Tendering

Unless the tender is being made in book-entry form, to tender in the Exchange Offer, a holder must:

•

complete, sign and date the letter of transmittal, or a facsimile of it;

•

have the signatures guaranteed if required by the letter of transmittal; and

•

mail or otherwise deliver the signed letter of transmittal or the signed facsimile, the Original Notes and any other required documents to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

Any financial institution that is a participant in DTC’s Book-Entry Transfer Facility system may make book-entry delivery of the Original Notes by causing DTC to transfer the Original Notes into the exchange agent’s account. To validly tender Original Notes through DTC, the financial institution that is a participant in DTC will electronically transmit its acceptance through the Automated Tender Offer Program. DTC will then verify the acceptance, execute a book-entry transfer of the tendered Original Notes into the applicable account of the exchange agent at DTC and then send to the exchange agent confirmation of such book-entry transfer. The confirmation of such book-entry transfer will include an agent’s message stating that DTC has received an express acknowledgment from the participant in DTC tendering the Original Notes that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce the terms of the letter of transmittal against the participant. A tender of Original Notes through a book-entry transfer into the exchange agent’s account will only be effective if an agent’s message or the letter of transmittal (or facsimile) with any required signature guarantees and any other required documents are transmitted to and received or confirmed by the exchange agent at the address set forth below under the caption “—Exchange Agent”, prior to 5:00 p.m., New York City time, on the expiration date unless the guaranteed delivery procedures described below under the caption “—Guaranteed Delivery Procedures” are complied with. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent.

The tender by a holder of Original Notes will constitute an agreement between us and the holder in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of Original Notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. No letter of transmittal or Original Notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for such holders.

Any beneficial owner whose Original Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct such registered holder to tender on behalf of the beneficial owner. If the beneficial owner wishes to tender on that owner’s own behalf, the owner must, prior to completing and executing the letter of transmittal and delivery of such owner’s Original Notes, either make appropriate arrangements to register ownership of the Original Notes in the owner’s name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

Signature on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, unless the Original Notes tendered pursuant thereto are tendered:

•

by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•

for the account of an eligible guarantor institution.

In the event that signatures on a letter or transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantee must be by:

•

a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.;

•

a commercial bank or trust company having an office or correspondent in the United States; or

•

an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934.

If the letter of transmittal is signed by a person other than the registered holder of any Original Notes, the Original Notes must be endorsed by the registered holder or accompanied by a properly completed bond power, in each case signed or endorsed in blank by the registered holder.

If the letter of transmittal or any Original Notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by us, submit evidence satisfactory to us of their authority to act in that capacity with the letter of transmittal.

We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of tendered Original Notes in our sole discretion. We reserve the absolute right to reject any and all Original Notes not properly tendered or any Original Notes whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular Original Notes either before or after the expiration date. Our interpretation of the terms and conditions of the Exchange Offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within a time period we will determine. Although we intend to request the exchange agent to notify holders of defects or irregularities relating to tenders of Original Notes, neither we, the exchange agent nor any other person will have any duty or incur any liability for failure to give such notification. Tenders of Original Notes will not be considered to have been made until such defects or irregularities have been cured or waived. Any Original Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

In addition, we reserve the right, as set forth above under the caption “—Conditions to the Exchange Offer,” to terminate the Exchange Offer.

By tendering, each holder represents to us, among other things, that:

•

it has full power and authority to tender, sell, assign and transfer the Original Notes it is tendering and that we will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by us;

•

the New Notes acquired in connection with the Exchange Offer are being obtained in the ordinary course of business of the person receiving the New Notes;

•

at the time of commencement of the Exchange Offer it had no arrangement with any person to participate in a distribution of such New Notes;

•

it is not an “affiliate” (as defined in Rule 405 under the Securities Act) of Asbury; and

•

if the holder is a broker-dealer, that it is not engaged in, and does not intend to engage in, a distribution of the New Notes, and that it will receive New Notes for its own account in exchange for Original Notes that were acquired by such broker-dealer as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See “Plan of Distribution.”

Guaranteed Delivery Procedures

A holder who wishes to tender its Original Notes and:

•

whose Original Notes are not immediately available;

•

who cannot deliver the holder’s Original Notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date; or

•

who cannot complete the procedures for book-entry transfer before the expiration date;

may effect a tender if:

•

the tender is made through an eligible guarantor institution;

•

before the expiration date, the exchange agent receives from the eligible guarantor institution:

(i)

a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery,

(ii)

the name and address of the holder, and

(iii)

the certificate number(s) of the Original Notes, if any, and the principal amount of Original Notes tendered, stating that the tender is being made and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, (a) the certificate(s) representing the Original Notes (or a confirmation of book-entry transfer) and (b) a letter of transmittal (or facsimile thereof) with respect to such Original Notes, properly completed and duly executed, with any required signature guarantees, and any other documents required by the letter of transmittal or, in lieu thereof, an agent’s message from DTC, will be deposited by the eligible guarantor institution with the exchange agent; and

•

the exchange agent receives, within three New York Stock Exchange trading days after the expiration date, (i) the certificate(s) representing all tendered Original Notes (or a confirmation of book-entry transfer) and (ii) a letter of transmittal (or facsimile thereof) with respect to such Original Notes, properly completed and duly executed, with any required signature guarantees, and all other documents required by the letter of transmittal or, in lieu thereof, an agent’s message from DTC.

Withdrawal of Tenders

Except as otherwise provided herein, tenders of Original Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

To withdraw a tender of Original Notes in connection with the Exchange Offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

•

specify the name of the person who deposited the Original Notes to be withdrawn;

•

identify the Original Notes to be withdrawn (including the certificate number(s), if any, and principal amount of such Original Notes);

•

be signed by the depositor in the same manner as the original signature on the letter of transmittal by which such Original Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such Original Notes into the name of the person withdrawing the tender; and

•

specify the name in which any such Original Notes are to be registered, if different from that of the depositor.

If Original Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Original

Notes or otherwise comply with DTC’s procedures. We will determine all questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices. Any Original Notes so withdrawn will be considered not to have been validly tendered for purposes of the Exchange Offer, and no New Notes will be issued unless the Original Notes withdrawn are validly re-tendered. Any Original Notes which have been tendered but which are not accepted for exchange or which are withdrawn will be returned to the holder without cost to such holder promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Original Notes may be re-tendered by following one of the procedures described above under “—Procedures for Tendering” at any time prior to the expiration date.

Exchange Agent

The Bank of New York has been appointed as exchange agent in connection with the Exchange Offer. Questions and requests for assistance, as well as requests for additional copies of this prospectus or of the letter of transmittal, should be directed to the exchange agent at its offices at The Bank of New York, Corporate Trust Operations, Reorganization Unit, 101 Barclay Street—Floor 7 East, New York, New York 10286. The exchange agent’s telephone number is (212) 815-5920 and facsimile number is (212) 298-1915.

Fees and Expenses

We will not make any payment to brokers, dealers or others soliciting acceptances of the Exchange Offer. We will pay certain other expenses to be incurred in connection with the Exchange Offer, including the fees and expenses of the exchange agent and certain accounting and legal fees.

Holders who tender their Original Notes for exchange generally will not be obligated to pay transfer taxes. If, however:

•

New Notes are to be delivered to, or issued in the name of, any person other than the registered holder of the Original Notes tendered;

•

tendered Original Notes are registered in the name of any person other than the person signing the letter of transmittal; or

•

a transfer tax is imposed for any reason other than the exchange of Original Notes in connection with the Exchange Offer;

then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption from them is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

The New Notes will be recorded at the same carrying value as the Original Notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of the Exchange Offer. The expenses of the Exchange Offer that we pay will increase our deferred financing costs in accordance with generally accepted accounting principles.

Consequences of Failures to Properly Tender Original Notes in the Exchange Offer

Issuance of the New Notes in exchange for the Original Notes under the Exchange Offer will be made only after timely receipt by the exchange agent of a properly completed and duly executed letter of transmittal (or an agent’s message from DTC) and the certificate(s) representing such Original Notes (or confirmation of book-entry transfer), and all other required documents. Therefore, holders of the Original Notes desiring to tender such Original Notes in exchange for New Notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities of tenders of Original Notes for exchange. Original Notes

that are not tendered or that are tendered but not accepted by us will, following completion of the Exchange Offer, continue to be subject to the existing restrictions upon transfer thereof under the Securities Act, and, upon completion of the Exchange Offer, certain registration rights under the registration rights agreement will terminate.

In the event the Exchange Offer is completed, we generally will not be required to register the remaining Original Notes, subject to limited exceptions. Remaining Original Notes will continue to be subject to the following restrictions on transfer:

•

the remaining Original Notes may be resold only if registered pursuant to the Securities Act, if any exemption from registration is available, or if neither such registration nor such exemption is required by law; and

•

the remaining Original Notes will bear a legend restricting transfer in the absence of registration or an exemption.

We do not currently anticipate that we will register the remaining Original Notes under the Securities Act. To the extent that Original Notes are tendered and accepted in connection with the Exchange Offer, any trading market for remaining Original Notes could be adversely affected. See “Risk Factors—Risks Related to the Notes and the Exchange Offer—If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.”

DESCRIPTION OF THE NOTES

You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” In this description, “Asbury,” “Company,” “we,” “our” and “us” refer only to Asbury Automotive Group, Inc. and not to any of its Subsidiaries.

Asbury issued the Original Notes under an indenture dated as of March 26, 2007, among itself, the Guarantors and The Bank of New York, as trustee, in a private transaction not subject to the registration requirements of the Securities Act. The New Notes will be issued under the indenture and will be identical in all material respects to the Original Notes, except that the New Notes will have been registered under the Securities Act and will be free of any obligation regarding registration, including the payment of Special Interest upon failure to file or have declared effective an exchange offer registration statement or to consummate an exchange offer by certain dates. Unless specifically stated to the contrary, the following description by reference to the term “notes” applies equally to the New Notes and the Original Notes. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the notes. A copy of the indenture is available as set forth under “—Additional Information.” Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the indenture.

The registered Holder of a note will be treated as the owner of it for all purposes. Only registered Holders will have rights under the indenture.

References in this description to Special Interest refer to rights which may accrue with respect to the Original Notes under the Registration Rights Agreement. The New Notes will not be entitled to any Special Interest (other than any Special Interest which may have accrued with respect to the Original Notes prior to the consummation of this Exchange Offer).

Brief Description of the Notes and the Guarantees

The Notes

The notes:

•

are general unsecured senior subordinated obligations of Asbury;

•

are subordinated in right of payment to all existing and future Senior Debt of Asbury, including borrowings under the Credit Agreement and Floor Plan Facilities;

•

rank pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of Asbury, including Asbury’s 8% Notes and the Convertible Notes;

•

will be effectively junior to all existing and future liabilities, including trade payables, of Asbury’s non-guarantor Subsidiaries;

•

are unconditionally guaranteed on a senior subordinated basis by the Guarantors;

•

are subject to registration with the SEC pursuant to the registration rights agreement;

•

are limited to an aggregate principal amount of $150,000,000, except as set forth below;

•

will mature on March 15, 2017 (the “maturity date”), unless earlier redeemed or repurchased;

•

will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof; and

•

will be represented by one or more registered notes in global form, but in certain limited circumstances may be represented by notes in definitive form.

The Guarantees

The notes are guaranteed by all of Asbury’s current Restricted Subsidiaries.

Each guarantee of the notes:

•

is a general unsecured senior subordinated obligation of the Guarantor;

•

is subordinated in right of payment to all existing and future Senior Debt of that Guarantor; and

•

ranks pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of that Guarantor.

As of March 31, 2007, after giving pro forma effect to the Refinancing, Asbury would have had:

•

$725.3 million of Senior Debt, including borrowings under the Credit Agreement and Floor Plan Facilities;

•

$444.4 million of Senior Subordinated Indebtedness, equal in right of payment to the notes; and

•

no subordinated indebtedness.

On the same pro forma basis, the Guarantors would have had:

•

$725.3 million of Senior Debt;

•

$444.4 million of senior subordinated guarantees, representing guarantees of the Senior Subordinated Indebtedness of Asbury, equal in right of payment to the guarantees of the notes; and

•

no subordinated indebtedness.

As indicated above and as discussed in detail below under the caption “—Subordination,” payments on the notes and under the guarantees are subordinated to the payment of Senior Debt. The indenture permits both Asbury and the Guarantors to incur additional debt, including Senior Debt.

As of the date of this prospectus, all of Asbury’s Subsidiaries are guaranteeing the notes. Not all of our future Subsidiaries will be obligated to guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us.

As of the date of this prospectus, all of our wholly-owned subsidiaries are “Restricted Subsidiaries.” However, under the circumstances described below under the subheading “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries will not guarantee the notes. See “Risk Factors—Risks Related to the Notes and the Exchange Offer—Claims of creditors of all of our non-guarantor subsidiaries will have priority over the assets and earnings of those subsidiaries over you as a holder of the notes.”

Principal, Maturity and Interest

We issued $150 million aggregate principal amount of Original Notes on March 26, 2007. Asbury may issue additional notes (“Additional Notes”) under the indenture from time to time if such Additional Notes are fungible with the notes offered hereby for United States federal income tax purposes. Any issuance of additional Notes will be subject to the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The notes and any Additional Notes subsequently issued under the indenture will rank equally and will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Asbury will issue notes

in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on March 15, 2017.

The New Notes will bear interest at the rate of 7.625% per annum from the most recent date to which interest on the Original Notes has been paid for or, if no interest has been paid on the Original Notes, from March 26, 2007. Interest will be payable semiannually in arrears on March 15 and September 15 of each year. Asbury will make each semi-annual interest payment to the Holders of record on the immediately preceding March 1 and September 1. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a Holder has given wire transfer instructions to Asbury, Asbury will pay all principal, interest and premium and Special Interest, if any, on that Holder’s notes in accordance with those instructions. All other payments on notes will be made at the office or agency of the paying agent and registrar within the City and State of New York (which will initially be the corporate trust office of the trustee) unless Asbury elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. Asbury will pay the principal of, and interest on notes in global form registered in the name of or held by The Depository Trust Company (“DTC”) or its nominee in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the registered holder of such global notes.

Paying Agent and Registrar for the Notes

Asbury has appointed The Bank of New York, the trustee under the indenture, as paying agent and registrar for the notes. Asbury may change the paying agent or registrar without prior notice to the Holders of the notes, and Asbury or any of its Restricted Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A Holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. No service charge will be imposed by Asbury, the trustee or the registrar for any registration of transfer or exchange of notes, but Asbury may require a holder to pay a sum sufficient to cover any transfer tax or other similar governmental charge required by law or permitted by the indenture. Asbury is not required to transfer or exchange any note selected for redemption. Also, Asbury is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Subsidiary Guarantees

The notes are guaranteed by each of Asbury’s current Domestic Subsidiaries and will be guaranteed by each of Asbury’s future Domestic Subsidiaries which incurs, has outstanding or guarantees any Indebtedness. Subject to the conditions described below, the Guarantors have, jointly and severally, unconditionally guaranteed or will, jointly and severally, unconditionally guarantee, as the case may be, on an unsecured and senior subordinated basis the performance and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations of Asbury under the indenture and the notes, whether for principal, premium, if any, or interest on the notes or otherwise. The Guarantors will also pay, on an unsecured and senior subordinated basis and in addition to the amount stated above, any and all expenses (including counsel fees and expenses) incurred by the trustee under the indenture in enforcing any rights under a Subsidiary Guarantee with respect to a Guarantor. Each Subsidiary Guarantee is or will be subordinated to the prior payment in full of all Senior Debt of that Guarantor on the same basis as the notes are subordinated to the Senior Debt of Asbury. The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—Risks Related to the Notes and

the Exchange Offer—Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.” Except as described below under “—Repurchase at the Option of Holders—Asset Sales” and “—Certain Covenants,” the indenture does not restrict Asbury from selling or otherwise disposing of its direct or indirect Equity Interests in the Guarantors.

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than Asbury or another Guarantor, unless:

(1)

immediately after giving effect to that transaction, no Default exists; and

(2)

either:

(a)

the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture, its Subsidiary Guarantee and the registration rights agreement pursuant to a supplemental indenture satisfactory to the trustee and completes all other required documentation; or

(b)

the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indenture.

The Subsidiary Guarantee of a Guarantor will be released and the Guarantor will be released of all obligations under its Guarantee:

(1)

in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) either Asbury or a Guarantor; or

(2)

in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) either Asbury or a Guarantor; or

(3)

if such Guarantor ceases to guarantee other Senior Subordinated Indebtedness of Asbury or another Guarantor; or

(4)

upon the Legal Defeasance or Covenant Defeasance of the notes in accordance with the terms of the indenture; or

(5)

if Asbury designates such Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture.

See “—Repurchase at the Option of Holders—Asset Sales,” “—Legal Defeasance and Covenant Defeasance” and “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries.”

Any Domestic Subsidiary of Asbury which is not otherwise a Guarantor and incurs, has outstanding or guarantees any Indebtedness will, simultaneously with such incurrence or guarantee (or, if the Domestic Subsidiary has outstanding or guarantees Indebtedness at the time of its creation or acquisition, at the time of such creation or acquisition), become a Guarantor and execute and deliver to the trustee a supplemental indenture pursuant to which such Subsidiary will agree to guarantee Asbury’s obligations under the notes.

Subordination

Senior Debt versus Notes

The payment of principal, interest and premium and Special Interest, if any, on the notes is subordinated to the prior payment in full of all Senior Debt of Asbury, including Senior Debt incurred after the date of the indenture.

The holders of Senior Debt are entitled to receive payment in full of all Obligations due in respect of Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt) before the Holders of notes are entitled to receive any payment with respect to the notes (except that Holders of notes may receive and retain Permitted Junior Securities and payments made from the trust, if any, as described under “—Legal Defeasance and Covenant Defeasance” to the extent permitted thereby), in the event of any distribution to creditors of Asbury:

(1)

in a liquidation or dissolution of Asbury;

(2)

in a bankruptcy reorganization, insolvency, receivership or similar proceeding relating to Asbury or its property;

(3)

in an assignment for the benefit of creditors; or

(4)

in any marshaling of Asbury’s assets and liabilities.

Liabilities of Subsidiaries versus Notes

As of the date of this prospectus, all of Asbury’s Subsidiaries are guaranteeing the notes. Not all of Asbury’s future Subsidiaries will be obligated to guarantee the notes. Claims of creditors of such non-guarantor Subsidiaries, including trade creditors holding indebtedness or guarantees issued by such non-guarantor Subsidiaries, generally will effectively have priority with respect to the assets and earnings of such non-guarantor Subsidiaries over the claims of Asbury’s creditors, including holders of the notes, even if such claims do not constitute Senior Debt. Accordingly, the notes will be effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of such non-guarantor Subsidiaries. See “Risk Factors—Risks Related to the Notes and the Exchange Offer—Claims of creditors of all of our non-guarantor subsidiaries will have priority over the assets and earnings of those subsidiaries over you as a holder of the notes.” Moreover, the indenture does not impose any limitation on the incurrence by such Subsidiaries of liabilities that are not considered Indebtedness or preferred stock under the indenture. See “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.”

Other Senior Subordinated Indebtedness versus Notes

Only Indebtedness of Asbury or any of its Subsidiaries that is Senior Debt of such Person ranks senior to the notes or the relevant Subsidiary Guarantee, as the case may be, in accordance with the provisions of the indenture. The notes and each Subsidiary Guarantee rank in all respects pari passu with all other Senior Subordinated Indebtedness of Asbury and the relevant Subsidiary, respectively.

Asbury and the Guarantors have agreed in the indenture that Asbury and such Guarantors will not incur, directly or indirectly, any Indebtedness that is contractually subordinate or junior in right of payment to Asbury’s Senior Debt, or the Senior Debt of such Guarantors, unless such Indebtedness is Senior Subordinated Indebtedness of such Person or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Person. The indenture does not treat unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured.

Asbury also may not make any payment in respect of the notes (except in the form of Permitted Junior Securities or from the trust described under “—Legal Defeasance and Covenant Defeasance” when permitted thereby) if:

(1)

a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or

(2)

any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity, and the trustee receives a notice of such default (a “Payment Blockage Notice”) from Asbury or the holders of any Designated Senior Debt.

Payments on the notes will be resumed at the first to occur of the following:

(1)

in the case of a payment default, upon the date on which such default is cured or waived; and

(2)

in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received unless the maturity of any Designated Senior Debt has been accelerated.

No new Payment Blockage Notice may be delivered unless and until:

(1)

360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

(2)

all scheduled payments of principal, interest and premium and Special Interest, if any, on the notes that have come due have been paid in full in cash.

The failure to make any payment on the notes by reason of the subordination provisions of the indenture will not be construed as preventing the occurrence of an Event of Default with respect to the notes by reason of the failure to make a required payment. Upon termination of any period of payment blockage, Asbury will be required to resume making any and all required payments under the notes, including any missed payments. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee will be, or be made, the basis for a subsequent Payment Blockage notice.

If the trustee or any Holder of the notes receives a payment in respect of the notes (except in Permitted Junior Securities or from the trust described under “—Legal Defeasance and Covenant Defeasance”) when:

(1)

the payment is prohibited by these subordination provisions; and

(2)

the trustee or the Holder has actual knowledge that the payment is prohibited;

the trustee or the Holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the trustee or the Holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper representative.

Asbury must promptly notify holders of Senior Debt if payment of the notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of Asbury, Holders of notes may recover less ratably than creditors of Asbury who are holders of Senior Debt. See “Risk Factors—Risks Related to the Notes and the Exchange Offer—Your right to receive payments on the notes is junior to our existing and future senior indebtedness and the existing and future senior indebtedness of our guarantors.”

“Designated Senior Debt” means:

(1)

any Obligations outstanding under the Credit Agreement and Floor Plan Facilities; and

(2)

after payment in full of all Obligations under the Credit Agreement and Floor Plan Facilities, any other Senior Debt permitted under the indenture, the principal amount of which is $25.0 million or more and that has been designated by Asbury as “Designated Senior Debt.”

“Permitted Junior Securities” means:

(1)

Equity Interests in Asbury or any Guarantor; or

(2)

debt securities that are subordinated to all Senior Debt (and any debt securities issued in exchange for Senior Debt) to substantially the same extent as, or to a greater extent than, the notes and the Subsidiary Guarantees are subordinated to Senior Debt under the indenture.

“Senior Debt” means:

(1)

all Indebtedness of Asbury or any Guarantor outstanding under Credit Facilities, and all Hedging Obligations with respect thereto, and under Floor Plan Facilities;

(2)

any other Indebtedness of Asbury or any Guarantor permitted to be incurred under the terms of the indenture; and

(3)

all Obligations with respect to the items listed in the preceding clauses (1) and (2),

unless, in the case of clauses (1) and (2), the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes or any Subsidiary Guarantee, as the case may be.

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1)

any liability for federal, state, local or other taxes owed or owing by Asbury;

(2)

any intercompany Indebtedness of Asbury or any of its Subsidiaries to Asbury or any of its Affiliates;

(3)

any trade payables; or

(4)

the portion of any Indebtedness that is incurred in violation of the indenture.

Optional Redemption

At any time prior to March 15, 2010, Asbury may at its option on any one or more occasions redeem notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of notes (which includes Additional Notes, if any) issued under the indenture at a redemption price of 107.625% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided that:

(1)

at least 65% of the aggregate principal amount of notes (which includes Additional Notes, if any) issued under the indenture remains outstanding immediately after the redemption (excluding any notes held by Asbury or any of its Subsidiaries or Affiliates); and

(2)

the redemption occurs within 45 days of the date of the closing of such Equity Offering.

At any time prior to March 15, 2012, Asbury will be entitled at its option to redeem all or a portion of the notes, upon not less than 30 nor more than 60 days prior notice, at a redemption price equal to 100% of the principal amount of the notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to, the date of redemption (the “Redemption Date”).

“Applicable Premium” means, with respect to a note at any Redemption Date, the greater of (i) 1.0% of the principal amount of such note and (ii) the excess of (A) the present value at such time of (1) the redemption price of such note at March 15, 2012 (such redemption price as described in the table below) plus (2) all required interest payments due on such note through March 15, 2012 computed, in both cases, using a discount rate equal to the Treasury Rate plus 50 basis points, over, (B) the principal amount of such note.

“Treasury Rate” means the yield to maturity at a time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two business days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source similar market data)) most nearly equal to the period from the Redemption Date to March 15, 2012; provided, however, that if the period from the Redemption Date to March 15, 2012 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to

the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to March 15, 2012 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

On and after March 15, 2012, Asbury will be entitled at its option to redeem all or a portion of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on March 15 of the years indicated below:


Year	Percentage
2012	103.813	%
2013	102.542	%
2014	101.271	%
2015 and thereafter	100.000	%

Selection and Notice

If less than all of the notes are to be redeemed in connection with any redemption, the trustee will select notes (or portions of notes) for redemption as follows:

(1)

if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

(2)

if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate.

No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the Holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest will cease to accrue on notes or portions of them called for redemption.

No Mandatory Redemption or Sinking Fund

Asbury is not required to make mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, Asbury may be required to offer to purchase notes as described under the captions “—Repurchase of Notes at the Option of Holders, “—Asset Sales” and “—Change of Control.” The indenture does not prohibit Asbury from purchasing notes in the open market or otherwise at any time and from time to time.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each Holder of notes will have the right to require Asbury to repurchase all or any part (equal to an integral multiple of $1,000) of that Holder’s notes validly tendered pursuant to the offer

described below (the “Change of Control Offer”); provided that the unrepurchased portion of the notes of any Holder must be equal to $2,000 in principal amount or integral multiples of $1,000 in excess thereof. The offer price in any Change of Control Offer will be payable in cash and will be equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, Asbury will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. Asbury will comply with the requirements of Section 14(e) of and Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the indenture relating to the Change of Control, Asbury will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the indenture by virtue of such conflict.

On the Change of Control Payment Date, Asbury will, to the extent lawful:

(1)

accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

(3)

deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by Asbury.

The paying agent will promptly mail to each Holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

Prior to complying with any of the provisions of this “Change of Control” covenant, but in any event within 90 days following a Change of Control, Asbury will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of notes required by this covenant. Asbury will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require Asbury to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the Holders of the notes to require that Asbury repurchase or redeem the notes in the event of a takeover, recapitalization or other similar transaction.

Asbury will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by Asbury and purchases all notes properly tendered and not withdrawn under the Change of Control Offer.

The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of Asbury and, thus, the removal of incumbent management. The Change of

Control purchase feature is a result of negotiations between Asbury and the initial purchasers. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we would decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on Asbury’s ability to incur additional Indebtedness are contained in the covenant described under “Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” Such restrictions can only be waived with the consent of the Holders of a majority in principal amount of the notes then outstanding. Except for the limitations contained in such covenant, however, the indenture will not contain any covenants or provisions that may afford Holders of the notes protection in the event of a highly leveraged transaction.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Asbury and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require Asbury to repurchase its notes as a result of a sale, lease, transfer conveyance or other disposition of less than all of the assets of Asbury and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

Asbury will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

Asbury (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2)

the fair market value is determined by Asbury’s Board of Directors; and

(3)

at least 75% of the consideration received in the Asset Sale by Asbury or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(a)

any liabilities, as shown on Asbury’s or such Restricted Subsidiary’s most recent balance sheet, of Asbury or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets and the lender releases Asbury or such Restricted Subsidiary from further liability;

(b)

any securities, notes or other obligations received by Asbury or any such Restricted Subsidiary from such transferee that are promptly converted by Asbury or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; and

(c)

Replacement Assets.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Asbury or the Restricted Subsidiary, as the case may be, may apply an amount equal to such Net Proceeds at its option:

(1)

to repay any Senior Debt of Asbury or any of its Restricted Subsidiaries and if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

(2)

to acquire all or substantially all of the assets of, or all of the Voting Stock of another Permitted Business;

(3)

to make a capital expenditure; or

(4)

to acquire other long-term assets that are used or useful in a Permitted Business.

Pending the final application of any Net Proceeds, Asbury may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

If any portion of the Net Proceeds from Asset Sales is not applied or invested as provided in the preceding paragraph, such amount will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, Asbury will make an offer to holders of the notes (and to holders of other Senior Subordinated Indebtedness of Asbury designated by Asbury) to purchase notes (and such other Senior Subordinated Indebtedness of Asbury) pursuant to and subject to the conditions contained in the indenture (the “Asset Sale Offer”). Asbury will purchase notes tendered pursuant to the Asset Sale Offer at a purchase price of 100% of their principal amount (or, in the event such other Senior Subordinated Indebtedness of Asbury was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness of Asbury, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in the indenture (the “Asset Sale Offer Price”). Asbury will be required to complete the Asset Sale Offer no earlier than 30 days and no later than 60 days after notice of the Asset Sale Offer is provided to the Holders, or such later date as may be required by applicable law. If the aggregate purchase price of the securities tendered exceeds the Net Proceeds allotted to their purchase, Asbury will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the notes will be denominations of integral multiples of $1,000; provided that the unpurchased portion of the notes of any Holder must be equal to $2,000 in principal amount or integral multiples of $1,000 in excess thereof. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Asbury may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Asbury will comply with the requirements of Section 14(e) of and Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the indenture relating to an Asset Sale Offer, Asbury will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such conflict.

The agreements governing Asbury’s outstanding and future Senior Debt could prohibit Asbury from purchasing any notes, and also provide that certain change of control or asset sale events with respect to Asbury would constitute a default under these agreements. In the event a Change of Control or Asset Sale occurs at a time when Asbury is prohibited from purchasing notes, Asbury could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If Asbury does not obtain such a consent or repay such borrowings, Asbury will remain prohibited from purchasing notes. In such case, Asbury’s failure to purchase tendered notes would constitute an Event of Default under the indenture, which would, in turn, likely constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the indenture would likely restrict payments to the Holders of notes. See “Risk Factors—Risks Related to the Notes and the Exchange Offer—Your right to receive payments on the notes is junior to our existing and future senior indebtedness and the existing and future senior indebtedness of our guarantors.”

The provisions under the indenture relating to Asbury’s obligation to make an offer to repurchase the notes as a result of a Change of Control or an Asset Sale may be waived or modified with the written consent of the Holders of a majority in principal amount of the notes then outstanding.

Certain Covenants

Restricted Payments

Asbury will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)

declare or pay any dividend on, or make any other payment or distribution on account of, Asbury’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in

connection with any merger or consolidation involving Asbury or any of its Restricted Subsidiaries) or to the direct or indirect holders of Asbury’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable (i) in Equity Interests (other than Disqualified Stock) of Asbury or (ii) to Asbury or a Restricted Subsidiary;

(2)

purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Asbury) any Equity Interests of Asbury or any direct or indirect parent of Asbury (other than any such Equity Interests owned by Asbury or any of its Restricted Subsidiaries);

(3)

make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the notes or the Subsidiary Guarantees, except a payment of interest or principal at the Stated Maturity thereof; or

(4)

make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1)

no Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2)

Asbury would, after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(3)

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Asbury and its Restricted Subsidiaries after December 23, 2003 (excluding Restricted Payments permitted by clauses (2), (3) and (4) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a)

50% of the Consolidated Net Income of Asbury for the period (taken as one accounting period) from October 1, 2003 up to the end of Asbury’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(b)

100% of the aggregate net cash proceeds received by Asbury after December 23, 2003 as a contribution to its common equity capital or from the issue or sale of Equity Interests of Asbury (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Asbury that have been converted into or exchanged for such Equity Interests (other than Equity Interests, Disqualified Stock or debt securities sold to a Subsidiary of Asbury), plus

(c)

to the extent that any Restricted Investment that was made after December 23, 2003 has been or is sold for cash or otherwise liquidated or repaid, purchased or redeemed for cash, the lesser of (i) such cash (less the cost of disposition, if any) and (ii) the amount of such Restricted Investment, plus

(d)

to the extent that any Unrestricted Subsidiary of Asbury has been or is redesignated as a Restricted Subsidiary after December 23, 2003, the lesser of (i) the fair market value of Asbury’s Investment in such Subsidiary as of the date of such redesignation and (ii) such fair market value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary.

As of March 31, 2007, assuming satisfaction of the conditions set forth in clauses (1) and (2) above, Asbury could make approximately $34.8 million of Restricted Payments (not including the Restricted Payments permitted in the following paragraph or Permitted Investments).

So long as no Default has occurred and is continuing or would be caused thereby (except in the case of clause (1) below), the preceding provisions will not prohibit:

(1)

the payment of any dividend or distribution on, or redemption of, Equity Interests, within 60 days after the date of declaration of the dividend or the giving of notice thereof, if, at the date of such declaration or the giving of such notice the payment would have complied with the provisions of the indenture;

(2)

the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of Asbury or any Guarantor or of any Equity Interests of Asbury, or the making of any Investment, in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of Asbury) of, or capital contribution in respect of, Equity Interests of Asbury (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition or any such Investment will be excluded from clause (3)(b) of the second preceding paragraph;

(3)

the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of Asbury or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

(4)

the payment of any dividend or other payment or distribution by a Restricted Subsidiary of Asbury to the holders of its Equity Interests on a pro rata basis;

(5)

repurchases of Equity Interests deemed to occur upon exercise of stock options if those Equity Interests represent all or a portion of the exercise price of those options;

(6)

the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Asbury or any Restricted Subsidiary of Asbury (in the event such Equity Interests are not owned by Asbury or any of its Restricted Subsidiaries) in an amount not to exceed $10.0 million in any fiscal year;

(7)

the purchase by Asbury of fractional shares arising out of stock dividends, splits or combinations or business combinations; or

(8)

Restricted Payments not to exceed $50.0 million under this clause (8) in the aggregate, plus, to the extent Restricted Payments made pursuant to this clause (8) are Investments made by Asbury or any of its Restricted Subsidiaries in any Person and such Investment is sold for cash or otherwise liquidated or repaid, purchased or redeemed for cash, an amount equal to the lesser of (i) such cash (less the cost of disposition, if any) and (ii) the amount of such Restricted Payment; provided that the amount of such cash will be excluded from clause (3)(d) of the second preceding paragraph.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Asbury or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined by Asbury (or if such fair market value exceeds $5 million, by Asbury’s Board of Directors).

Incurrence of Indebtedness and Issuance of Preferred Stock

Asbury will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and Asbury will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that Asbury may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and Asbury’s Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue preferred stock, in each case, if the Fixed Charge Coverage Ratio for Asbury’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2:0 to 1,

determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the preferred stock or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1)

the incurrence by Asbury or any of its Restricted Subsidiaries of Indebtedness and letters of credit under Credit Facilities, in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Asbury and its Restricted Subsidiaries thereunder) not to exceed the greater of:

(a)

$550 million less the aggregate amount of all Net Proceeds of Asset Sales applied by Asbury or any of its Restricted Subsidiaries since the date of the indenture to repay term Indebtedness under a Credit Facility or to repay revolving credit Indebtedness and effect a corresponding commitment reduction thereunder, in each case, in satisfaction of the covenant described above under the caption “—Repurchase at the Option of Holders —Asset Sales”; or

(b)

30% of Asbury’s Consolidated Net Tangible Assets as of the date of such incurrence;

(2)

the incurrence by Asbury or any of its Restricted Subsidiaries of Existing Indebtedness;

(3)

the incurrence by Asbury or any of its Restricted Subsidiaries of Indebtedness represented by the notes and the related Subsidiary Guarantees to be issued on the date of the indenture and the exchange notes and the related Subsidiary Guarantees to be issued pursuant to the registration rights agreement;

(4)

the incurrence by Asbury or any of its Restricted Subsidiaries of Indebtedness under Floor Plan Facilities;

(5)

the incurrence by Asbury or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Asbury or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund or refinance any Indebtedness incurred pursuant to this clause (5), not to exceed, at any time outstanding, $30 million;

(6)

the incurrence by Asbury or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (5) or (6) of this paragraph;

(7)

the incurrence by Asbury or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Asbury and its Restricted Subsidiaries; provided, that:

(a)

if Asbury or any Guarantor is the obligor on such Indebtedness owing to a Restricted Subsidiary, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, in the case of Asbury, or the Subsidiary Guarantee, in the case of a Guarantor; and

(b)

(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Asbury or a Restricted Subsidiary of Asbury and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Asbury or a Restricted Subsidiary of Asbury will be deemed, in each case, to constitute an incurrence of such Indebtedness by Asbury or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);

(8)

the incurrence by Asbury or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business and not for speculative purposes;

(9)

the guarantee by Asbury or any of its Restricted Subsidiaries of Indebtedness of Asbury or a Restricted Subsidiary of Asbury that was permitted to be incurred by another provision of this covenant;

(10)

Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, that such Indebtedness is extinguished within five Business Days of its incurrence;

(11)

Obligations in respect of performance, bid and surety bonds and completion guarantees provided by Asbury or any of its Restricted Subsidiaries in the ordinary course of business; and

(12)

the incurrence by Asbury or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) which, when taken together with all other Indebtedness of Asbury and its Restricted Subsidiaries outstanding on the date of such incurrence and incurred pursuant to this clause (12), does not exceed $20 million.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (12) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Asbury will be permitted to divide and classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt.

Accrual of interest and dividends, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, changes to amounts outstanding in respect of Hedging Obligations solely as a result of fluctuations in interest rates and the payment of dividends on Disqualified Stock or preferred stock in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purpose of this covenant.

Anti-Layering

Asbury will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of Asbury and senior in any respect in right of payment to the notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in any respect in right of payment to such Guarantor’s Subsidiary Guarantee.

Liens

Asbury will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness or Attributable Debt on any asset now owned or hereafter acquired, except Permitted Liens.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Asbury will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries to:

(1)

pay dividends or make any other distributions on its Capital Stock to Asbury or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Asbury or any of its Restricted Subsidiaries;

(2)

make loans or advances to Asbury or any of its Restricted Subsidiaries; or

(3)

transfer any of its properties or assets to Asbury or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)

any agreement in effect or entered into on the date of the indenture, including agreements governing Existing Indebtedness, Credit Facilities and Floor Plan Facilities as in effect on the date of the indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings of such instrument are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreement on the date of the indenture;

(2)

the indenture, the notes and the Subsidiary Guarantees;

(3)

applicable law and any applicable rule, regulation or order;

(4)

any instrument governing Indebtedness or Capital Stock of a Person acquired by Asbury or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

(5)

customary non-assignment provisions in leases entered into in the ordinary course of business;

(6)

purchase money obligations for property acquired that impose restrictions on the transfer of that property of the nature described in clause (3) of the preceding paragraph; provided that any such encumbrance or restriction is released to the extent the underlying Lien is released or the related Indebtedness is repaid;

(7)

any agreement for the sale or other disposition of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of substantially all of the Capital Stock or substantially all of the assets of that Subsidiary;

(8)

Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9)

Liens that limit the right of the debtor to dispose of the assets subject to such Liens;

(10)

covenants in a franchise or other agreement entered into in the ordinary course of business with a Manufacturer customary for franchise agreements in the vehicle retailing industry;

(11)

customary provisions in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; and

(12)

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Merger, Consolidation or Sale of Assets

Asbury may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Asbury is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Asbury and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1)

either: (a) Asbury is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Asbury) or to which such sale, assignment, transfer, conveyance

or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia (any such Person, the “Successor Company”);

(2)

the Successor Company assumes all the obligations of Asbury under the notes, the indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee;

(3)

immediately after such transaction no Default exists; and

(4)

Asbury or the Successor Company will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock.”

The foregoing clause (4) will not prohibit (a) a merger between Asbury and any of its Restricted Subsidiaries or (b) a merger between Asbury and an Affiliate with no liabilities (other than de minimis liabilities); provided that the Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating Asbury in another state of the United States, so long as the amount of Indebtedness of Asbury and its Restricted Subsidiaries is not increased thereby.

In addition, Asbury may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This “Merger, Consolidation or Sale of Assets” covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among Asbury and any of the Guarantors.

The Successor Company will be the successor to Asbury and shall succeed to, and be substituted for, and may exercise every right and power of, Asbury under the indenture, and the predecessor company, in the case of a merger, consolidation or sale of all of Asbury’s assets, shall be released from its obligations with respect to the notes, including with respect to its obligation to pay the principal of and interest and Special Interest, if any, on the notes.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary of Asbury to be an Unrestricted Subsidiary if no Default has occurred and is continuing at the time of the designation and if that designation would not cause a Default. If a Restricted Subsidiary of Asbury is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by Asbury and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption “—Restricted Payments” or Permitted Investments, as determined by Asbury. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. In addition, no such designation may be made unless the proposed Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary that is not simultaneously subject to designation as an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

Transactions with Affiliates

Asbury will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

(1)

the Affiliate Transaction is on terms that are not materially less favorable to Asbury or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Asbury or such Restricted Subsidiary with an unrelated Person; and

(2)

Asbury delivers to the trustee:

(a)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(b)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

Notwithstanding the foregoing, the following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)

any employment agreement entered into by Asbury or any of its Restricted Subsidiaries in the ordinary course of business of Asbury or such Restricted Subsidiary;

(2)

transactions between or among Asbury and/or its Restricted Subsidiaries;

(3)

transactions with a Person that is an Affiliate of Asbury solely because Asbury owns an Equity Interest in, or controls, such Person;

(4)

payment of reasonable directors’ fees;

(5)

issuances or sales of Equity Interests (other than Disqualified Stock) to Affiliates of Asbury;

(6)

the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof; and

(7)

Restricted Payments that are permitted by the provisions of the indenture described above under the caption “—Restricted Payments.”

Additional Subsidiary Guarantees

Any Domestic Subsidiary of Asbury which incurs, has outstanding or guarantees any Indebtedness will, simultaneously with such incurrence or guarantee (or, if the Domestic Subsidiary has outstanding or guarantees Indebtedness at the time of its creation or acquisition, at the time of such creation or acquisition), become a Guarantor and execute and deliver to the trustee a supplemental indenture pursuant to which such Subsidiary will agree to guarantee Asbury’s obligations under the notes; provided, however, that all Subsidiaries that have properly been designated as Unrestricted Subsidiaries in accordance with the indenture for so long as they continue to constitute Unrestricted Subsidiaries will not have to comply with the requirements of this covenant.

Payments for Consent

Asbury will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all Holders of the notes that consent, waive or agree to amend in the timeframe set forth in the solicitation documents relating to such consent waiver or agreement.

Reports

Whether or not required by the SEC, so long as any notes are outstanding, Asbury will furnish to the Holders of notes, within the time periods specified in the SEC’s rules and regulations:

(1)

all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Asbury were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, an opinion on the annual financial statements by Asbury’s independent registered public accounting firm; and

(2)

all current reports that would be required to be filed with the SEC on Form 8-K if Asbury were required to file such reports.

In addition, following the consummation of the exchange offer, whether or not required by the SEC, Asbury will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, Asbury and the Guarantors have agreed that, for so long as any notes remain outstanding, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

If Asbury has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Asbury and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Asbury.

Events of Default and Remedies

Each of the following is an Event of Default:

(1)

default for 30 days in the payment when due of interest on, or Special Interest with respect to, the notes whether or not prohibited by the subordination provisions of the indenture;

(2)

default in payment when due of the principal of, or premium, if any, on the notes, whether or not prohibited by the subordination provisions of the indenture;

(3)

failure by Asbury to comply with the provisions described under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets”;

(4)

failure by Asbury or any of its Restricted Subsidiaries to comply for 30 days after receipt of notice with the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control,” “—Repurchase at the Option of Holders—Asset Sales,” “—Certain Covenants—Restricted Payments,” or “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(5)

failure by Asbury or any of its Restricted Subsidiaries to comply for 60 days after receipt of notice with any of the other agreements in the indenture;

(6)

default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Asbury or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Asbury or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the indenture, if that default:

(a)

is caused by a failure to pay principal at its stated maturity after giving effect to any applicable grace period provided in such Indebtedness (a “Payment Default”); or

(b)

results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more;

(7)

failure by Asbury or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $15.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(8)

except as permitted by the indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and

(9)

certain events of bankruptcy or insolvency described in the indenture with respect to Asbury or any of its Restricted Subsidiaries.

However, a default under clauses (4) or (5) will not constitute an Event of Default until the trustee or the holders of 25% in aggregate principal amount of the outstanding notes notify Asbury of the default and Asbury does not cure such default within the time specified after receipt of such notice. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Asbury, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from Holders of the notes notice of any continuing Default if it determines that withholding notice is in their interest, except a Default relating to the payment of principal or interest or Special Interest.

The Holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may on behalf of the Holders of all of the notes waive any existing Default and its consequences under the indenture except a continuing Default in the payment of interest or Special Interest on, or the principal of, the notes (other than the non-payment of principal of or interest or Special Interest, if any, on the notes that became due solely because of the acceleration of the notes).

In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of Asbury with the intention of avoiding payment of the premium that Asbury would have had to pay if Asbury then had elected to redeem the notes pursuant to the optional redemption provisions of the indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes.

A Default under the notes, unless cured or waived, could trigger manufacturer rights to acquire certain of our dealerships.

Asbury is required to deliver to the trustee within 90 days after the end of each fiscal year a statement regarding compliance with the indenture during such fiscal year. Immediately upon becoming aware of any Default or Event of Default, Asbury is required to deliver to the trustee a statement specifying such Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of Asbury or any Guarantor, as such, will have any liability for any obligations of Asbury or the Guarantors under the notes, the indenture, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such waiver is against public policy.

Legal Defeasance and Covenant Defeasance

Asbury may, at its option and at any time, elect to terminate all of the obligations of itself and the Guarantors with respect to the notes and the indenture (“Legal Defeasance”) except for:

(1)

the rights of Holders to receive payments in respect of the principal of, or interest or premium and Special Interest, if any, on such notes when such payments are due from Defeasance Trust (as defined below);

(2)

Asbury’s obligations to issue temporary notes, register the transfer or exchange of notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes;

(3)

the rights, powers, trusts, duties and immunities of the trustee, and the related obligations of Asbury and the Guarantors; and

(4)

the Legal Defeasance provisions of the indenture.

In addition, Asbury may, at its option and at any time, elect to have the obligations of Asbury and the Guarantors released with respect to certain covenants that are described in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events with respect to Asbury) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

If Asbury exercises its Legal Defeasance option, each Guarantor will be released from all of its obligations with respect to its Guarantee.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

Asbury must irrevocably deposit with the trustee, in trust (the “Defeasance Trust”), for the benefit of the Holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Special Interest, if any, on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and Asbury must specify whether the notes are being defeased to maturity or to a particular redemption date;

(2)

in the case of Legal Defeasance only, Asbury must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) Asbury has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)

in the case of Covenant Defeasance, Asbury must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)

no Default has occurred and is continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit);

(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which Asbury or any of its Restricted Subsidiaries is a party or by which Asbury or any of its Restricted Subsidiaries is bound;

(6)

Asbury must deliver to the trustee an officers’ certificate stating that the deposit was not made by Asbury with the intent of preferring the Holders of notes over the other creditors of Asbury with the intent of defeating, hindering, delaying or defrauding creditors of Asbury or others; and

(7)

Asbury must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next three succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each Holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting Holder):

(1)

reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver;

(2)

reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);

(3)

reduce the rate of or change the time for payment of interest on any note;

(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium, or Special Interest, if any, on the notes (except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);

(5)

make any note payable in money other than that stated in the notes;

(6)

make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of Holders of notes to receive payments of principal of, or interest or premium or Special Interest, if any, on the notes;

(7)

waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);

(8)

release any Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture, except in accordance with the terms of the indenture; or

(9)

make any change in the preceding amendment and waiver provisions.

In addition, any amendment to, or waiver of, the provisions of the indenture relating to subordination that adversely affects the rights of the Holders of the notes will require the consent of the Holders of at least 75% in aggregate principal amount of notes then outstanding.

Notwithstanding the foregoing, without the consent of any Holder of notes, Asbury, the Guarantors and the trustee may amend or supplement the indenture or the notes:

(1)

to cure any ambiguity, defect or inconsistency or to make a modification of a formal, minor or technical nature or to correct a manifest error;

(2)

to provide for uncertificated notes in addition to or in place of certificated notes;

(3)

to provide for the assumption of Asbury’s or any Guarantor’s obligations to Holders of notes in the case of a merger or consolidation or sale of all or substantially all of Asbury’s assets;

(4)

to add Guarantees with respect to the notes or to secure the notes;

(5)

to add to the covenants of Asbury or any Guarantor for the benefit of the Holders of the notes or surrender any right or power conferred upon Asbury or any Guarantor;

(6)

to make any change that would provide any additional rights or benefits to the Holders of notes or that does not adversely affect the legal rights under the indenture of any such Holder;

(7)

to comply with requirements of the SEC in connection with the qualification of the indenture under the Trust Indenture Act;

(8)

to evidence and provide for the acceptance and appointment under the indenture of a successor trustee pursuant to the requirements thereof; or

(9)

to provide for the issuance of exchange notes.

However, no amendment may be made to (A) the subordination provisions of the indenture or (B) the conditions precedent to Legal Defeasance and Covenant Defeasance described in clause (5) under the caption “—Legal Defeasance and Covenant Defeasance,” in each case, that adversely affects the rights of any holder of Senior Debt of Asbury or a Guarantor then outstanding unless the holders of such Senior Debt (or their representative) consent to such change.

The consent of the Holders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the indenture becomes effective, we are required to mail to holders of the notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the notes, or any defect therein, will not impair or affect the validity of the amendment.

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1)

either:

(a)

all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to Asbury, have been delivered to the trustee for cancellation; or

(b)

all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and Asbury or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and Special Interest, if any, and accrued interest to the date of maturity or redemption;

(2)

no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Asbury or any Guarantor is a party or by which Asbury or any Guarantor is bound;

(3)

Asbury or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and

(4)

Asbury has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, Asbury must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the trustee becomes a creditor of Asbury or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign. If the trustee fails to either eliminate the conflicting interest, obtain permission or resign within 10 days of the expiration of the 90-day period, the trustee is required to notify the Holders to this effect and any Holder that has been a bona fide holder for at least six months may petition a court to remove the trustee and appoint a successor trustee.

The Holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Holder of notes, unless such Holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

Anyone who receives this prospectus may obtain a copy of the indenture without charge by writing to Asbury Automotive Group, Inc., 622 Third Avenue, 37^th Floor, New York, New York 10017, Attention: Chief Financial Officer.

Book-Entry, Delivery and Form

The New Notes will be represented by a note in registered, global form without interest coupons (collectively, the “Global Notes” and each individually, a “Global Note”). The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See “—Exchange of Book-Entry Notes for Certificated Notes.”

The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to change by DTC from time to time. Neither Asbury nor the Guarantors take any responsibility for these operations and procedures and urge investors to contact DTC or its participants directly to discuss these matters.

Upon the issuance of the Global Notes, DTC will credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Notes to the accounts with DTC (“participants”) or persons who hold interests through participants. Ownership or beneficial interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interest of persons other than participants).

As long as DTC, or its nominee, is the registered Holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner and Holder of the notes represented by such Global Note for all purposes under the indenture and the notes. Except in the limited circumstances described below under “—Exchanges of Book-Entry Notes for Certificated Notes,” owners of beneficial interests in a Global Note will not be entitled to have portions of such Global Note registered in their names, will not receive or be entitled to receive physical delivery of notes in definitive form and will not be considered the owners or Holders of the Global Note (or any notes presented thereby) under the indenture or the notes. In addition, no beneficial owner of an interest in a Global Note will be able to transfer that interest except in accordance with DTC’s applicable procedures (in addition to those under the indenture referred to herein). In the event that owners of beneficial interests in a Global Note become entitled to receive notes in definitive form, such notes will be issued only in registered form in denominations of U.S. $2,000 and integral multiples of $1,000 in excess thereof.

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons may be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants and certain banks, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons or entities that do not participate in the DTC system, or otherwise take action in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Payments of the principal of and interest on Global Notes will be made to DTC or its nominee as the registered owner thereof. None of Asbury, the trustee or any of their respective agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Beneficial interests in the Global Notes will trade in DTC’s Same-Day Funds Settlement System, and secondary market trading activity in such interests will therefore settle in immediately available funds. Asbury expects that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global Note representing any Notes held by it or its nominee, will immediately credit participants’ accounts with payment in amounts proportionate to their respective beneficial interests in the principal amount of such Notes as shown on the records of DTC or its nominee. Asbury also expects that payments by participants to owners of beneficial interests in such Global Notes held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in “street name.” Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

DTC has advised Asbury that it will take any action permitted to be taken by a Holder of notes (including the presentation of Notes for exchange as described below) only at the direction of one or more participants to whose account with DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of the notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default (as defined below) under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its participants.

DTC has advised Asbury as follows: DTC is

•

a limited purpose trust company organized under the laws of the State of New York,

•

a “banking organization” within the meaning of New York Banking law,

•

a member of the Federal Reserve System,

•

a “clearing corporation” within the meaning of the Uniform Commercial Code, as amended, and

•

a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. DTC is partially owned by some of these participants or their representatives. Indirect access to the DTC system is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (“indirect participants”).

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of beneficial ownership interests in the Global Notes among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of Asbury, the Trustee or any of their respective agents will have any responsibility for the performance by DTC, its participants or indirect participants of their respective obligations under the rules and procedures governing its operations, including maintaining, supervising or reviewing the records relating to, or payments made on account of, beneficial ownership interests in Global Notes.

Exchanges of Book-Entry Notes for Certificated Notes

A beneficial interest in a Global Note may not be exchanged for a Note in certificated form unless the transferor of such beneficial interest delivers to the registrar either (i) a written order from a participant or an indirect participant, given to DTC in accordance with its customary procedures, directing DTC to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and instructions regarding the participant account to be credited with such increase or (ii) a written order from a participant or an indirect participant, given to DTC in accordance with its customary procedures, directing DTC to cause to be issued a certificated note in an amount equal to the beneficial interest to be transferred or exchanged and instructions given by DTC to the registrar regarding the person in whose name such certificated note shall be registered to effect such transfer or exchange. In all cases, certificated notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names and issued in denominations as the holder of such beneficial interest shall instruct the registrar through instructions from the DTC and the participant or indirect participant.

Same Day Settlement and Payment

Asbury will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, interest and Special Interest, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. Asbury will make all payments of principal, interest and premium and Special Interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such Holder’s registered address. The notes represented by the Global Notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. Asbury expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1)

Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2)

Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Asset Sale” means:

(1)

the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, conveyance or other disposition of all or substantially all of the assets of Asbury and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

(2)

the issuance of Equity Interests by any of Asbury’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries.

Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

(1)

for purposes of the covenant described above under the caption “—Repurchase at the Option of the Holders—Asset Sales” only, any single transaction or series of related transactions that involves assets having a fair market value of less than $2.5 million;

(2)

a transfer of assets between or among Asbury and its Restricted Subsidiaries;

(3)

an issuance of Equity Interests by a Subsidiary to Asbury or to a Restricted Subsidiary of Asbury;

(4)

the sale or lease of inventory or accounts receivable in the ordinary course of business;

(5)

the sale of obsolete or damaged equipment in the ordinary course of business;

(6)

the sale or other disposition of cash or Cash Equivalents;

(7)

for purposes of the covenant described above under the caption “—Repurchase at the Option of the Holders—Asset Sales” only, a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments”;

(8)

any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; and

(9)

the creation of Liens.

“Asset Sale Offer” has the meaning set forth above under the caption “—Repurchase at the Option of Holders —Asset Sales.”

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1)

with respect to a corporation, the board of directors of the corporation;

(2)

with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3)

with respect to any other Person, the board or committee of such Person serving a similar function.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1)

in the case of a corporation, corporate stock;

(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1)

United States dollars;

(2)

securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3)

time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized and existing under

the laws of the United States, or any state thereof, and which bank or trust company has capital and surplus aggregating in excess of $500.0 million and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

(4)

repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)

commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services (or carrying an equivalent rating by another nationally recognized rating agency if both of such two rating agencies cease publishing ratings of investments) and maturing not more than 180 days after the date of acquisition;

(6)

money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition; and

(7)

in the case of any Subsidiary organized or having its principal place of business outside the United States, investments denominated in the currency of the jurisdiction in which that Subsidiary is organized or has its principal place of business which are similar to the items specified in clauses (1) through (6) above, including, without limitation, any deposit with a bank that is a lender to any Restricted Subsidiary of Asbury.

“Change of Control” means the occurrence of any of the following:

(1)

the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Asbury and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(2)

the adoption of a plan relating to the liquidation or dissolution of Asbury;

(3)

the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Asbury, measured by voting power rather than number of shares;

(4)

the first day on which a majority of the members of the Board of Directors of Asbury are not Continuing Directors; or

(5)

Asbury consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Asbury, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Asbury or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Asbury outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1)

provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2)

consolidated interest expense of such Person and its Restricted Subsidiaries for such period whether or not capitalized ((i) including, without limitation, amortization of debt issuance costs and original issue

discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations and (ii) excluding interest expense attributable to Indebtedness incurred under Floor Plan Facilities), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

(3)

depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(4)

non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1)

the Net Income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will not be included, except that such Net Income will be included to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2)

the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3)

the Net Income (or loss) of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded; and

(4)

the cumulative effect of a change in accounting principles will be excluded.

“Consolidated Net Tangible Assets” of any Person means, as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, as of the end of the most recently ended fiscal quarter for which internal financial statements are available, less all intangible assets, including, without limitation, goodwill, organization costs, patents, trademarks, copyrights, franchises, and research and development costs.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Asbury who:

(1)

was a member of such Board of Directors on the date of the indenture; or

(2)

was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

“Covenant Defeasance” has the meaning set forth above under the caption “Legal Defeasance and Covenant Defeasance.”

“Credit Agreement” means that Revolving Credit Agreement, dated as of March 23, 2005, among Asbury Automotive Group, Inc., the Subsidiary Borrowers listed therein, as Borrowers, the Lenders listed therein, JPMorgan Chase Bank, N.A., as Administrative Agent and as Floor Plan Agent, and Bank of America, N.A., as Syndication Agent, as amended by the First Amendment to Credit Agreement and Waiver, effective as of March 1, 2006, and the Second Amendment to Credit Agreement, effective as of August 1, 2006, and the Third Amendment to Credit Agreement, effective as of March 8, 2007.

“Credit Facility” or “Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, or letters of credit, in each case, as amended, extended, renewed, restated, supplemented, Refinanced, replaced or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions, or lenders or holders) from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Defeasance Trust” has the meaning set forth above under the caption “Legal Defeasance and Covenant Defeasance.”

“Designated Senior Debt” has the meaning set forth above under the caption “Subordination.”

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event (other than any event solely within the control of the issuer thereof), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Asbury to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Asbury may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.”

“Domestic Subsidiary” means any Restricted Subsidiary of Asbury that was formed under the laws of the United States or any state of the United States or the District of Columbia.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any primary offering of common stock of Asbury; provided that, if such primary offering is not a public offering, it shall not include the portion of such offering made to an Affiliate of Asbury.

“Excess Proceeds” has the meaning set forth above under the caption “Repurchase at the Option of Holders—Assets Sales.”

“Existing Indebtedness” means the Indebtedness of Asbury and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement and under Floor Plan Facilities) in existence on the date of the indenture, until such amounts are repaid.

“Fixed Charges” means, with respect to any specified Person and its Restricted Subsidiaries for any period, the sum, without duplication, of:

(1)

the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash

interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations (but excluding interest expense attributable to Indebtedness incurred under Floor Plan Facilities); plus

(2)

the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)

any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)

the product of (a) all dividends whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Asbury (other than Disqualified Stock) or the applicable Restricted Subsidiary to Asbury or a Restricted Subsidiary of Asbury times (b) a fraction, the numerator of which is one and the denominator of which is one minus the effective combined federal, state and local tax rate of such Person for such period as specified by the chief financial officer of such Person in good faith, expressed as a decimal,

in each case, on a consolidated basis and in accordance with GAAP.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person and its Restricted Subsidiaries for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)

acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

(2)

the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded; and

(3)

the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Fixed Charges associated with any Indebtedness incurred in connection therewith, the pro forma calculations shall be determined in good faith by the Chief

Financial officer of Asbury. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months).

“Floor Plan Facility” means an agreement with Ford Motor Credit Company, General Motors Acceptance Corporation, DaimlerChrysler Services North America LLC or any other lending institution affiliated with a Manufacturer or any bank or asset-based lender under which Asbury or its Restricted Subsidiaries incur Indebtedness, all of the net proceeds of which are used to purchase, finance or refinance vehicles and/or vehicle parts and supplies to be sold in the ordinary course of the business of Asbury and its Restricted Subsidiaries and which may not be secured except by a Lien that does not extend to or cover any property other than property of the dealership(s) which use the proceeds of the Floor Plan Facility or other dealerships who have incurred Indebtedness from the same lender.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantors” means:

(1)

each of Asbury’s Subsidiaries as of the date of the indenture; and

(2)

any other subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the indenture;

and their respective successors and assigns.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1)

interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

(2)

other agreements or arrangements of a similar character designed to protect such Person against fluctuations in interest rates.

“Holder” means the Person in whose name a note is registered on the registrar’s books.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1)

in respect of borrowed money;

(2)

evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3)

in respect of banker’s acceptances;

(4)

representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;

(5)

representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

(6)

representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date will be:

(1)

the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; or

(2)

the principal amount of the Indebtedness.

In addition, for the purpose of avoiding duplication in calculating the outstanding principal amount of Indebtedness for purposes of the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”, Indebtedness arising solely by reason of the existence of a Lien to secure other Indebtedness permitted to be incurred under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” will not be considered incremental Indebtedness.

Indebtedness shall not include the obligations of any Person (A) resulting from the endorsement of negotiable instruments for collection in the ordinary course of business and (B) under stand-by letters of credit to the extent collateralized by cash or Cash Equivalents.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Asbury or any Restricted Subsidiary of Asbury sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Asbury such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Asbury, Asbury will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The acquisition by Asbury or any Restricted Subsidiary of Asbury of a Person that holds an Investment in a third Person will be deemed to be an Investment by Asbury or such Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.”

Except as otherwise provided for herein, the amount of an Investment shall be its fair value at the time the Investment is made and without giving effect to subsequent changes in value.

“Legal Defeasance” has the meaning set forth above under the caption “—Legal Defeasance and Covenant Defeasance.”

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Manufacturer” means a vehicle manufacturer which is party to a dealership or national framework franchise agreement with Asbury or a Restricted Subsidiary of Asbury.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1)

any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(2)

any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss).

“Net Proceeds” means the aggregate cash proceeds received by Asbury or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale, but only as and when received), in each case net of:

(1)

the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, recording fees, title transfer fees, appraiser fees and any relocation expenses incurred as a result of the Asset Sale;

(2)

taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements;

(3)

amounts required to be applied to the permanent repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale;

(4)

all pro rata distributions and other pro rata payments required to be made to minority interest holders in Restricted Subsidiaries of Asbury or joint ventures as a result of such Asset Sale; and

(5)

any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness:

(1)

as to which neither Asbury nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2)

no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Asbury or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and

(3)

as to which the lenders have been notified in writing (which may be by the terms of the instrument evidencing such Indebtedness) that they will not have any recourse to the stock (other than the stock of an Unrestricted Subsidiary pledged by Asbury or any of its Restricted Subsidiaries) or assets of Asbury or any of its Restricted Subsidiaries.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Payment Default” has the meaning set forth above under the caption “—Events of Default and Remedies.”

“Permitted Business” means any business that derives a majority of its revenues from the businesses engaged in by Asbury and its Restricted Subsidiaries on the date of original issuance of the notes and/or activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which Asbury and its Restricted Subsidiaries are engaged on the date of original issuance of the notes.

“Permitted Investments” means:

(1)

any Investment in Asbury or in a Restricted Subsidiary of Asbury;

(2)

any Investment in cash or Cash Equivalents;

(3)

any Investment by Asbury or any Restricted Subsidiary of Asbury in a Person, if as a result of such Investment:

(a)

such Person becomes a Restricted Subsidiary of Asbury; or

(b)

such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Asbury or a Restricted Subsidiary of Asbury;

(4)

any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”;

(5)

any Investment to the extent made in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Asbury;

(6)

Hedging Obligations;

(7)

Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits;

(8)

transactions with officers, directors and employees of Asbury or any of its Restricted Subsidiaries entered into in the ordinary course of business (including compensation, employee benefit or indemnity arrangements with any such officer, director or employee) and consistent with past business practices;

(9)

any Investment consisting of a guarantee permitted under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” above;

(10)

Investments consisting of non-cash consideration received in the form of securities, notes or similar obligations in connection with dispositions of obsolete assets or assets damaged in the ordinary course of business and permitted pursuant to the indenture;

(11)

advances, loans or extensions of credit to suppliers in the ordinary course of business by Asbury or any of its Restricted Subsidiaries;

(12)

Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

(13)

loans and advances to employees made in the ordinary course of business not to exceed $2.5 million in the aggregate at any one time outstanding;

(14)

payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(15)

Investments in any Person to the extent such Investment existed on date of the indenture and any Investment that replaces, refinances or refunds such an Investment, provided that the new Investment is in an amount that does not exceed that amount replaced, refinanced or refunded and is made in the same Person as the Investment replaced, refinanced or refunded;

(16)

trade receivables and prepaid expenses, in each case arising in the ordinary course of business; provided that such receivables and prepaid expenses would be recorded as assets in accordance with GAAP; and

(17)

other Investments in any Person having an aggregate fair market value, when taken together with all other Investments made pursuant to this clause (17) since the date of the indenture, not to exceed $15.0 million.

“Permitted Junior Securities” has the meaning set forth above under the caption “—Subordination.”

“Permitted Liens” means:

(1)

Liens of Asbury or any of its Restricted Subsidiaries securing Senior Debt that was permitted by the terms of the indenture to be incurred;

(2)

Liens upon any property or assets of Asbury or any of its Restricted Subsidiaries, now owned or hereafter acquired, which secures any Indebtedness that ranks pari passu with or subordinate to the notes; provided that:

(a)

if such Lien secures Indebtedness which is pari passu with the notes, the notes are secured on an equal and ratable basis with the Indebtedness so secured until such time as such Indebtedness is no longer secured by a Lien, or

(b)

if such Lien secures Indebtedness which is subordinated to the notes, any such Lien shall be subordinated to a Lien granted to the holders of the notes in the same collateral as that securing such Lien to the same extent as such subordinated Indebtedness is subordinated to the notes;

(3)

Liens in favor of Asbury or any of its Restricted Subsidiaries;

(4)

Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Asbury or any Subsidiary of Asbury; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Asbury or the Subsidiary;

(5)

Liens on property existing at the time of acquisition of the property by Asbury or any Subsidiary of Asbury, provided that such Liens were in existence prior to the contemplation of such acquisition;

(6)

Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(7)

Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (5) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with such Indebtedness;

(8)

Liens existing on the date of the indenture;

(9)

Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefore; and

(10)

Liens incurred in the ordinary course of business of Asbury or any Restricted Subsidiary of Asbury with respect to obligations that do not exceed $10.0 million at any one time outstanding.

“Permitted Refinancing Indebtedness” means any Indebtedness of Asbury or any of its Restricted Subsidiaries issued to Refinance other Indebtedness of Asbury or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1)

the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness being Refinanced (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);

(2)

such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being Refinanced;

(3)

if the Indebtedness being Refinanced is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the Holders of notes as those contained in the documentation governing the Indebtedness Refinanced; and

(4)

such Indebtedness is incurred either by Asbury or by the Restricted Subsidiary who is the obligor on the Indebtedness being Refinanced.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Replacement Assets” means (x) properties and assets (other than cash or any Capital Stock or other security) that will be used in a Permitted Business of Asbury and its Restricted Subsidiaries or (y) Capital Stock of any Person that will become on the date of acquisition thereof a Restricted Subsidiary as a result of such Acquisition and that is involved principally in Permitted Businesses.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

“Senior Debt” has the meaning set forth above under the caption “—Subordination.”

“Senior Subordinated Indebtedness” means, with respect to any Person, the notes (in the case of Asbury), the Subsidiary Guarantees (in the case of a Guarantor) and any other Indebtedness of such Person that specifically provides that such Indebtedness is to rank pari passu with the notes or such Subsidiary Guarantee, as the case maybe, in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of such Person which is not Senior Debt of such Person.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such Regulation is in effect on the date of the indenture.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1)

any corporation, limited liability company, association or other business entity whether now existing or hereafter formed or acquired of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2)

any partnership whether now existing or hereafter formed or acquired (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantee” means a Guarantee by a Guarantor of Asbury’s obligations with respect to the notes.

“Unrestricted Subsidiary” means any Subsidiary of Asbury that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution and any Subsidiary of an Unrestricted Subsidiary, but only to the extent that such Subsidiary:

(1)

has no Indebtedness other than Non-Recourse Debt;

(2)

is not party to any agreement, contract, arrangement or understanding with Asbury or any Restricted Subsidiary of Asbury unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Asbury or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Asbury;

(3)

is a Person with respect to which neither Asbury nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(4)

has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Asbury or any of its Restricted Subsidiaries; and

(5)

has at least one director on its Board of Directors that is not a director or executive officer of Asbury or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of Asbury or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of Asbury as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Asbury as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” Asbury will be in default of such covenant. The Board of Directors of Asbury may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Asbury of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)

the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)

the then outstanding principal amount of such Indebtedness.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain U.S. federal income tax consequences of the Exchange Offer to holders of Original Notes, but is not a complete analysis of all potential tax effects. The summary below is based upon the Internal Revenue Code of 1986, as amended (the “Code”), regulations of the Treasury Department, administrative rulings and pronouncements of the Internal Revenue Service and judicial decisions, all of which are subject to change, possibly with retroactive effect. This summary does not address all of the U.S. Federal income tax consequences that may be applicable to particular holders, including dealers in securities, financial institutions, insurance companies and tax-exempt organizations. In addition, this summary does not consider the effect of any foreign, state, local, gift, estate or other tax laws that may be applicable to a particular holder. This summary applies only to a holder that acquired Original Notes at original issue for cash and holds such Original Notes as a capital asset within the meaning of Section 1221 of the Code.

An exchange of Original Notes for New Notes pursuant to the Exchange Offer will not be treated as a taxable exchange or other taxable event for U.S. federal income tax purposes. Accordingly, there will be no U.S. federal income tax consequences to holders who exchange their Original Notes for New Notes in connection with the Exchange Offer and any such holder will have the same adjusted tax basis and holding period in the New Notes as it had in the Original Notes immediately before the exchange.

The foregoing discussion of certain U.S. federal income tax considerations does not consider the facts and circumstances of any particular holder’s situation or status. Accordingly, each holder of Original Notes considering this Exchange Offer should consult its own tax advisor regarding the tax consequences of the Exchange Offer to it, including those under state, foreign and other tax laws.

PLAN OF DISTRIBUTION

Each broker-dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes during the 180 days after the expiration date. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Original Notes where such Original Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of not less than 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit from any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holders of the Original Notes) other than dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify the holders of the Original Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

VALIDITY OF THE NEW NOTES

The validity of the New Notes will be passed upon for us by Cravath, Swaine & Moore LLP, New York, New York.

EXPERTS

The consolidated financial statements of Asbury Automotive Group, Inc. as of December 31, 2006 and 2005, and for each of the three years in the period ended December 31, 2006, and management’s report on the effectiveness of internal control over financial reporting as of December 31, 2006, filed on Form 10-K/A on March 12, 2007, and incorporated by reference in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated by reference herein, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

With respect to the unaudited interim financial information for the periods ended March 31, 2007 and 2006, which is incorporated herein by reference, Deloitte & Touche LLP, an independent registered public accounting firm, have applied limited procedures in accordance with the standards of the Public Company Accounting Oversight Board (United States) for a review of such information. However, as stated in their report included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, and incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited interim financial information because this report is not a “report” or a “part” of the registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act.

LOGO

Exchange Offer for

Up to $150,000,000 Principal Amount Outstanding of

7.625% Senior Subordinated Notes due 2017 and the guarantees thereof

for

a Like Principal Amount of

Registered 7.625% Senior Subordinated Notes due 2017 and the guarantees thereof

Prospectus

, 2007

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Delaware Registrants

Section 145(a) of the Delaware General Corporation Law (the “DGCL”) provides, in relevant part, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Under Section 145(b) of the DGCL, such eligibility for indemnification may be further subject to the adjudication of the Delaware Court of Chancery or the court in which such action or suit was brought.

Section 102(b)(7) of the DGCL provides that a corporation may in its certificate of incorporation eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL (pertaining to certain prohibited acts including unlawful payment of dividends or unlawful purchase or redemption of the corporation’s capital stock); or (iv) for any transaction from which the director derived an improper personal benefit. Each of the following Delaware corporate registrants eliminate such personal liability of their directors under such terms: Asbury Automotive Group, Inc., Asbury Automotive Group Holdings, Inc. and Asbury Automotive Financial Services, Inc.

The certificates of incorporation of each of the Delaware corporate registrants (other than Plano Lincoln-Mercury, Inc.) provide that such registrant indemnifies its directors and officers to the maximum extent allowed by Delaware law.

Asbury Automotive Group, Inc. has also entered into indemnification agreements with its directors and certain of its officers that require it, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by law. Asbury Automotive Group, Inc. and the other Delaware registrants also maintain liability insurance for the benefit of their directors and officers.

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

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negligence or such person’s material breach of the limited partnership agreement or such person’s bad faith or (ii) the receipt by such person from the company of a personal benefit to which such person is or was not legally entitled. Each of the following Delaware limited liability company registrants are subject to the foregoing provisions: AF Motors L.L.C., ALM Motors L.L.C., Asbury AR Niss L.L.C., Asbury Arkansas Hund L.L.C., Asbury Atlanta AC L.L.C., Asbury Atlanta AU L.L.C., Asbury Atlanta BM L.L.C., Asbury Atlanta Chevrolet L.L.C., Asbury Atlanta Hon L.L.C., Asbury Atlanta Inf L.L.C., Asbury Atlanta Infiniti L.L.C., Asbury Atlanta Jaguar L.L.C., Asbury Atlanta Lex L.L.C., Asbury Atlanta Nis L.L.C., Asbury Atlanta VL L.L.C., Asbury Automotive Arkansas Dealership Holdings L.L.C., Asbury Automotive Arkansas L.L.C., Asbury Automotive Atlanta L.L.C., Asbury Automotive Central Florida, L.L.C., Asbury Automotive Deland, L.L.C., Asbury Automotive Florida, L.L.C., Asbury Automotive Fresno L.L.C., Asbury Automotive Group L.L.C., Asbury Automotive Jacksonville GP L.L.C., Asbury Automotive Management L.L.C., Asbury Automotive Mississippi L.L.C., Asbury Automotive North Carolina Dealership Holdings L.L.C., Asbury Automotive North Carolina L.L.C., Asbury Automotive North Carolina Management L.L.C., Asbury Automotive North Carolina Real Estate Holdings L.L.C., Asbury Automotive Oregon L.L.C., Asbury Automotive Oregon Management L.L.C., Asbury Automotive South, L.L.C., Asbury Automotive Southern California L.L.C., Asbury Automotive St. Louis, L.L.C., Asbury Automotive Tampa GP L.L.C., Asbury Automotive Texas L.L.C., Asbury Automotive Texas Real Estate Holdings L.L.C., Asbury Deland Imports 2, L.L.C., Asbury Fresno Imports L.L.C., Asbury Jax AC, L.L.C., Asbury Jax K, L.L.C., Asbury Jax Management L.L.C., Asbury Jax PB Chev, L.L.C., Asbury MS Chev, L.L.C., Asbury MS Gray-Daniels L.L.C., Asbury MS Metro L.L.C., Asbury MS Wimber L.L.C., Asbury MS Yazoo L.L.C., Asbury No Cal Niss L.L.C., Asbury Sacramento Imports L.L.C., Asbury So Cal DC L.L.C., Asbury So Cal Hon L.L.C., Asbury So Cal Niss L.L.C., Asbury St. Louis Cadillac L.L.C., Asbury St. Louis Gen L.L.C., Asbury St. Louis Lex L.L.C., Asbury Tampa Management L.L.C., Asbury-Deland Imports L.L.C., Atlanta Real Estate Holdings L.L.C., BFP Motors L.L.C., Camco Finance II L.L.C., Camco Finance L.L.C., CK Chevrolet LLC, CK Motors LLC, Coggin Cars L.L.C., Coggin Chevrolet L.L.C., Crown CHH L.L.C., Crown CHO L.L.C., Crown CHV L.L.C., Crown FDO L.L.C., Crown FFO Holdings L.L.C., Crown FFO L.L.C., Crown Fordham L.L.C., Crown GAC L.L.C., Crown GAU L.L.C., Crown GBM L.L.C., Crown GCA L.L.C., Crown GCH L.L.C., Crown GDO L.L.C., Crown GHO L.L.C., Crown GKI L.L.C., Crown GMI L.L.C., Crown GNI L.L.C., Crown GPG L.L.C., Crown GVO L.L.C., Crown Motorcar Company L.L.C., Crown Raleigh L.L.C., Crown RIA L.L.C., Crown RIB L.L.C., Crown SJC L.L.C., Crown SNI L.L.C., CSA Imports L.L.C., JC Dealer Systems L.L.C., Escude-M L.L.C., Escude-MO L.L.C., Escude-NN L.L.C., Escude-NS L.L.C., Escude-T L.L.C., HFP Motors L.L.C., KP Motors L.L.C., McDavid Austin-Acra, L.L.C., McDavid Frisco-Hon, L.L.C., McDavid Grande, L.L.C., McDavid Houston-Hon, L.L.C., McDavid Houston-Niss, L.L.C., McDavid Irving-Hon, L.L.C., McDavid Outfitters, L.L.C., McDavid Plano-Acra, L.L.C., NP FLM L.L.C., NP MZD L.L.C., NP VKW L.L.C., Premier NSN L.L.C., Premier Pon L.L.C., Prestige Bay L.L.C., Prestige Toy L.L.C., Spectrum Insurance Services L.L.C., Thomason Dam L.L.C., Thomason Frd L.L.C., Thomason Hon L.L.C., Thomason Hund L.L.C., Thomason Maz L.L.C., Thomason Niss L.L.C., Thomason Outfitters L.L.C., Thomason Pontiac-GMC L.L.C., Thomason Suzu L.L.C., Thomason TY L.L.C. and Thomason Zuk L.L.C.

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”) provides, in relevant part, that, subject to such standards and provisions, if any, as are set forth in its limited partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims whatsoever.

Section 5.02 of each of the limited partnership agreements of the limited partnerships listed below provides that each may indemnify its partners, directors and officers of the partnership and any other designated person on an after-tax basis for any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax or cost or expense of any nature (including attorneys’ fees and disbursements) to the fullest extent provided or allowed by the laws of Delaware; provided, however, that no indemnity shall be payable against any liability incurred by such person by reason of (i) fraud, wilful violation of law, gross negligence or such person’s material breach of the limited partnership agreement or such person’s bad faith or (ii) the receipt by such person from the partnership of a personal benefit to which such person is or was not legally entitled. Each of the following Delaware limited partnership registrants listed below are subject to the foregoing provisions: ANL L.P., Asbury

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Automotive Brandon, L.P., Asbury Automotive Jacksonville, L.P., Asbury Automotive Tampa, L.P., Asbury Jax Holdings, L.P., Bayway Financial Services, L.P., Coggin Management, L.P., Tampa Hund, L.P., Tampa Kia, L.P., Tampa LM, L.P., Tampa Mit, L.P., Tampa Suzu, L.P., WMZ Brandon Motors, L.P., WMZ Motors, L.P. and WTY Motors, L.P.

Oregon Registrant

Section 60.391 of the Oregon Business Corporation Act (the “OBCA”) provides, in relevant part, that a corporation may indemnify any director who is made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if (i) the conduct of the individual was in good faith, (ii) the individual reasonably believed that the individual’s conduct was in the best interests of the corporation, or at least not opposed to its best interests, and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful; provided, however, that the corporation may not indemnify an individual if (i) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or (ii) in connection with any other proceeding charging improper personal benefit to the director in which the individual was adjudged liable on the basis that personal benefit was improperly received by the director.

Section 60.394 of the OBCA provides that, unless otherwise limited by its articles of incorporation, a corporation shall indemnify any director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director or officer in connection with the proceeding.

In addition, Section 60.407 of the OBCA provides, in relevant part, that, unless a corporation’s articles of incorporation provide otherwise, any officer is entitled to such indemnification to the same extent as a director under Section 60.394.

Section 60.047 of the OBCA provides that a corporation may in its articles of incorporation eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for conduct as a director except for liability: for any breach of the director’s duty of loyalty to the corporation or its shareholders; for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; for any unlawful distribution under Section 60.367 of the OBCA (pertaining to certain prohibited acts including unlawful distributions); or for any transaction from which the director derived an improper personal benefit. The articles of incorporation of Thomason Auto Credit Northwest, Inc. provide that such registrant indemnifies its directors and officers to the maximum extent allowed by Oregon law.

In addition, Thomason Auto Credit Northwest, Inc. maintains liability insurance for the benefit of its directors and officers.

North Carolina Registrants

Section 57C-3-32 of the North Carolina Limited Liability Company Act (the “NCLLCA”) provides that the articles of organization or written operating agreement may eliminate or limit the personal liability of a manager, director, or executive for monetary damages for breach of any duty discharged in good faith as provided for in Section 57C-3-22 (other than for liability stemming from unlawful distributions under Section 57C-4-07) and may provide for indemnification of a manager, member, director or executive for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which the manager, member, director, or executive is a party because the person is or was a manager, member, director or executive; provided, however, that no provision permitted by Section 57C-3-32 as described above may limit, eliminate, or indemnify against the liability of a manager, director, or executive for (i) acts or omissions that the manager, director, or executive knew at the time of the acts or omissions were clearly in conflict with the interests of the limited liability company, (ii) any transaction from which the manager, director, or executive derived an improper personal benefit, or (iii) acts or omissions occurring prior to the date such provision became effective.

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Section 57C-3-31 of the NCLLCA provides that, unless otherwise limited by its articles of organization or written operating agreement, a limited liability company must indemnify every manager, director, and executive in respect of payments made and personal liabilities reasonably incurred by the manager, director, and executive in the authorized conduct of its business or for the preservation of its business or property and shall further indemnify a member, manager, director, or executive who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a member, manager, director, or executive of the limited liability company against reasonable expenses incurred by the person in connection with the proceeding.

Section 5.02 of each of the limited liability company agreements of the limited liability companies listed below provides that each may indemnify its members, directors and officers of the company and any other designated person on an after-tax basis for any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax or cost or expense of any nature (including attorneys’ fees and disbursements) to the fullest extent provided or allowed by the laws of North Carolina; provided, however, that no indemnity shall be payable against any liability incurred by such person by reason of (i) fraud, wilful violation of law, gross negligence or such person’s material breach of the limited partnership agreement or such person’s bad faith or (ii) the receipt by such person from the company of a personal benefit to which such person is or was not legally entitled. Each of the following North Carolina limited liability company registrants are subject to the foregoing provisions: Crown Acura/Nissan, LLC, Crown Battleground, LLC, Crown Dodge, LLC, Crown Honda, LLC, Crown Honda-Volvo, LLC, Crown Mitsubishi, LLC, Crown Royal Pontiac, LLC, RER Properties, LLC and RWIJ Properties, LLC.

In addition, the North Carolina registrants maintain liability insurance for the benefit of their directors and officers.

Florida Registrants

Section 607.0850 of the Florida Business Corporation Act (the “FBCA”) provides, in relevant part, that a corporation may indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against liability incurred in connection with such proceeding, including any appeal thereof, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In addition, Section 607.0850 of the FBCA further provides for the indemnification and advancement of expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof.

The indemnification and advancement of expenses provided pursuant to Section 607.0850 are not exclusive, and a corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. However, indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee, or agent if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (a) violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which the director, officer, employee, or agent derived an improper personal benefit; (c) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

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The articles of incorporation of Coggin Automotive Corp. provide that such registrant indemnifies its directors and officers to the maximum extent allowed by Florida law.

Section 5.02 of each of the limited partnership agreements of the limited partnerships listed below (with respect to CN Motors Ltd., Section 10.02 of its limited partnership agreement) provides that each may indemnify its partners, directors and officers of the partnership and any other designated person on an after-tax basis for any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax or cost or expense of any nature (including attorneys’ fees and disbursements) to the fullest extent provided or allowed by the laws of Florida; provided, however, that no indemnity shall be payable against any liability incurred by such person by reason of (i) fraud, wilful violation of law, gross negligence or such person’s material breach of the limited partnership agreement or such person’s bad faith or (ii) the receipt by such person from the partnership of a personal benefit to which such person is or was not legally entitled. Each of the following Florida limited partnership registrants listed below are subject to the foregoing provisions: Avenues Motors, Ltd., C&O Properties, Ltd., CFP Motors, Ltd., CHO Partnership, Ltd. and CN Motors Ltd.

The Florida registrants maintain liability insurance for the benefit of their directors and officers.

Item 21. Exhibits and Financial Statement Schedules.

The following exhibits are filed herewith or incorporated herein by reference.


Exhibit Number		Description of Documents

3.1*		Restated Certificate of Incorporation of Asbury Automotive Group, Inc. (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (file No. 333-84646) filed with the SEC on March 20, 2002)

3.2*		Restated Bylaws of Asbury Automotive Group, Inc. (filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (file No. 333-84646) filed with the SEC on March 20, 2002)

4.1*		Indenture, dated as of March 26, 2007, among Asbury Automotive Group, Inc., the subsidiary guarantors listed on Schedule I thereto, and The Bank of New York, as Trustee, relating to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

4.2*		Form of 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

4.3		First Supplemental Indenture, dated as of June 29, 2007, among Asbury Automotive Group, Inc., the subsidiary guarantors listed on Schedules II(a) and II(b) thereto, the other Guarantors, and The Bank of New York, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017

4.4*		Indenture, dated as of December 23, 2003, among Asbury Automotive Group, Inc., the subsidiary guarantors listed on Schedule I thereto, and The Bank of New York, as Trustee, related to the 8% Senior Subordinated Notes due 2014 (filed as Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003)

4.5*		Form of 8% Senior Subordinated Note due 2014 (included in Exhibit 4.4)

4.6*		First Supplemental Indenture, dated as of January 21, 2004, among Asbury Automotive Group, Inc., the subsidiary guarantors listed on Schedule II thereto, the other Guarantors, and The Bank of New York, as Trustee, related to the 8% Senior Subordinated Notes due 2014 (filed as Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)

II-5


Exhibit Number		Description of Documents

4.7*		Second Supplemental Indenture, dated as of December 7, 2004, among Asbury Automotive Group, Inc., the subsidiary guarantors listed on Schedule II thereto, the other Guarantors and The Bank of New York, as Trustee, related to the 8% Senior Subordinated Notes due 2012 (filed as Exhibit 4.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)

4.8*		Third Supplemental Indenture, dated as of September 30, 2005, among the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, Asbury Automotive Group, Inc., the other Guarantors listed on Schedule I thereto and The Bank of New York, as Trustee, related to the issuance of 8% Senior Subordinated Notes due 2014 (filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)

4.6*		Fourth Supplemental Indenture, dated as of March 15, 2007, among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York, as Trustee, related to the 8% Senior Subordinated Notes due 2014 of Asbury Automotive Group, Inc. (filed as Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

4.7		Fifth Supplemental Indenture, dated as of June 29, 2007, among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedules II(a) and II(b) thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York, as Trustee, related to the 8% Senior Subordinated Notes due 2014 of Asbury Automotive Group, Inc.

4.8*		Indenture, dated as of March 16, 2007, among Asbury Automotive Group, Inc., the subsidiary guarantors listed on Schedule I thereto, and The Bank of New York, as Trustee, related to the 3% Senior Subordinated Convertible Notes due 2012 (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

4.9*		Form of 3% Senior Subordinated Convertible Notes due 2012 (filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

4.10		First Supplemental Indenture, dated as of June 29, 2007, among Asbury Automotive Group, Inc., the subsidiary guarantors listed on Schedules II(a) and II(b) thereto, the other Guarantors, and The Bank of New York, as Trustee, related to the 3% Senior Subordinated Convertible Notes due 2012

4.11*		Wealth Accumulation Plan (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-115402) filed with the SEC on May 12, 2004)

5.1		Opinion of Cravath, Swaine & Moore LLP

10.1*		Exchange and Registration Rights Agreement dated March 26, 2007, among Asbury Automotive Group, Inc., the subsidiaries of Asbury Automotive Group, Inc. listed on the signature pages thereto, Goldman, Sachs & Co. and Deutsche Bank Securities Inc., relating to the 7.625% Senior Subordinated Notes due 2017 of Asbury Automotive Group, Inc. (filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

10.2*		1999 Stock Option Plan (filed as Exhibit 10.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-65998) filed with the SEC on February 22, 2002)

10.3*		2002 Equity Incentive Plan (filed as Appendix C to the Company’s Proxy Statement on April 29, 2004)

10.4*		Form of Officer Director Indemnification Agreement (filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002)

10.5*		Letter Agreement, dated January 5, 2004, between Asbury Automotive Group, Inc. and Thomas R. Gibson (filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003)

II-6


Exhibit Number		Description of Documents

10.6*		Severance Agreement of Philip R. Johnson, dated April 21, 2003 (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)

10.7*		Severance Agreement of Lynne A. Burgess, dated April 21, 2003 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)

10.8*		Employment Agreement of Kenneth B. Gilman (filed as Exhibit 10.6 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (file No. 333-65998) filed with the SEC on January 10, 2002)

10.9*		Severance Agreement of J. Gordon Smith dated September 29, 2003 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003)

10.10*		Employment and Consulting Agreement of Thomas F. “Mack” McLarty, III (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)

10.11*		Ford Dealer Agreement (filed as Exhibit 10.13 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (file No. 333-65998) filed with the SEC on October 12, 2001)

10.12*		General Motors Dealer Agreement (filed as Exhibit 10.14 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (file No. 333-65998) filed with the SEC on October 12, 2001)

10.13*		Honda Dealer Agreement (filed as Exhibit 10.15 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (file No. 333-65998) filed with the SEC on October 12, 2001)

10.14*		Mercedes Dealer Agreement (filed as Exhibit 10.16 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (file No. 333-65998) filed with the SEC on October 12, 2001)

10.15*		Nissan Dealer Agreement (filed as Exhibit 10.17 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (file No. 333-65998) filed with the SEC on October 12, 2001)

10.16*		Toyota Dealer Agreement (filed as Exhibit 10.18 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (file No. 333-65998) filed with the SEC on October 12, 2001)

10.17*		Sublease dated July 28, 2003 between Monster Worldwide, Inc. and Asbury Automotive Group, Inc. (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 31, 2003)

10.18*		First Amendment to Employment Agreement of Kenneth B. Gilman, dated February 26, 2004 (filed as an Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003)

10.19*		Employment Agreement of Jeffrey I. Wooley (filed as an Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003)*

10.20*		Second Amendment to Employment Agreement of Kenneth B. Gilman, dated November 8, 2004 (filed as an Exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2004)

10.21*		Key Executive Incentive Compensation Plan (filed as Appendix D to the Company’s Proxy Statement on April 29, 2004)

10.22*		Revolving Credit Agreement, dated as of March 23, 2005, among Asbury Automotive Group, Inc. and the Subsidiary Borrowers listed therein, as borrowers, the Lenders listed therein, JPMorgan Chase Bank, N.A., as administrative agent and as floor plan agent, Bank of America, N.A., as syndication agent, and J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint bookrunners and co-lead arrangers (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2005)

II-7


Exhibit Number		Description of Documents

10.23*		Agreement between Asbury Automotive Tampa L.L.C. and Jeffrey I. Wooley, dated March 18, 2005 (filed as Exhibit 10.1 to Company’s Current Report on Form 8-K filed with the SEC on March 22, 2005)

10.24*		First Amendment to Credit Agreement and Waiver dated as of March 1, 2006 among Asbury Automotive Group, Inc. and the Subsidiary Borrowers listed therein, as borrowers, the Lenders listed therein, JPMorgan Chase Bank, N.A., as administrative agent and floor plan agent and Bank of America, N.A., as syndication agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2006)

10.25*		Second Amendment to Credit Agreement dated August 1, 2006, among Asbury Automotive Group, Inc., the subsidiaries listed therein, the Lenders listed therein and JPMorgan Chase Bank, N.A., as administrative agent and floor plan agent and Bank of America, N.A., as syndication agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 7, 2006)

10.26*		Third Amendment to Employment Agreement of Kenneth B. Gilman, dated as of November 3, 2005 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)

10.27*		Letter Agreement between the Company and Kenneth B. Gilman, dated August 8, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 10, 2006)

10.28*		Fourth Amendment to Employment Agreement of Kenneth B. Gilman, dated as of September 7, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2006)

10.29*		Employment Agreement of Charles Oglesby, dated as of September 7, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2006)

10.30*		Form of Performance Share Unit Award Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2006)

10.31*		Form of Restricted Share Award Agreement for Non-Employee Directors (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)

10.32*		Restricted Share Award Agreement of Kenneth B. Gilman, dated October 23, 2006 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)

10.33*		Restricted Share Award Agreement for Non-Employee Directors of Michael J. Durham, dated October 23, 2006 (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)

10.34*		Agreement between Asbury Automotive Arkansas L.L.C., Asbury Automotive Group LLC, McLarty Companies, Inc. and Thomas F. McLarty, III, dated March 21, 2005 (filed as Exhibit 10.2 to Company’s Current Report on Form 8-K filed with the SEC on March 22, 2005)

10.35*		1999 Stock Option Plan, as amended (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)

10.36*		Severance Pay Agreement of Charles B. Tomm, dated as of June 10, 2005 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)

10.37*		Compensation Plan of Charles B. Tomm (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)

10.38*		Amendment to the Severance Pay Agreement for Key Employee between Charles B. Tomm and Asbury Automotive Group, Inc, dated as of February 1, 2007 (filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

II-8


Exhibit Number		Description of Documents

10.39*		Letter Agreement between Kenneth B. Gilman and Asbury Automotive Group, Inc., dated February 13, 2007 (filed as Exhibit 10.1 to Asbury Automotive Group’s Current Report on Form 8-K filed with the SEC on February 15, 2007)

10.40*		Third Amendment to Credit Agreement dated August 1, 2006, effective as of March 8, 2007, among Asbury Automotive Group, Inc., each of the subsidiaries of the Company listed on the signature pages thereto, each of the Lenders listed on the signature pages thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, JPMorgan Chase Bank, N.A., as Floor Plan Agent for the Lenders, and Bank of America, N.A., as Syndication Agent (filed as Exhibit 10.1 to Asbury Automotive Group’s Current Report on Form 8-K filed with the SEC on March 13, 2007)

10.41*		Form of Performance Share Unit Award Agreement (filed as Exhibit 10.1 to Asbury Automotive Group’s Current Report on Form 8-K filed with the SEC on February 28, 2007)

10.42*		Amended Employment Agreement between Asbury Automotive Group, Inc. and Charles Oglesby, dated as of May 4, 2007 (filed as Exhibit 10.1 to Asbury Automotive Group’s Current Report on Form 8-K filed with the SEC on May 9, 2007)

10.43*		Form of Restricted Share Award Agreement for Employees of Asbury Automotive Group, Inc. (filed as Exhibit 10.2 to Asbury Automotive Group’s Current Report on Form 8-K filed with the SEC on May 9, 2007)

12.1		Statement of Computation of Ratio of Earnings to Fixed Charges

15.1*		Awareness letter from Deloitte & Touche LLP (filed as Exhibit 15.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

21.1		Subsidiaries of the Company

23.1		Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1)

23.2		Consent of Deloitte & Touche LLP

24.1		Power of Attorney

25.1		Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York under the Indenture

99.1		Form of Letter of Transmittal

99.2		Form of Notice of Guaranteed Delivery

99.3		Form of Notice of Withdrawal of Tender

99.4		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

99.5		Form of Letter to Clients

99.6		Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9

*	Incorporated by reference

Item 22. Undertakings.

The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

II-9

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining liability under the Securities Act of 1933 to any purchaser:

(i) each prospectus filed pursuant to Rule 424(b) as part of the registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-10

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, in the City of New York, State of New York, on July 3, 2007.


ASBURY AUTOMOTIVE GROUP, INC.

By:		*
		Name: Charles R. Oglesby Title: President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Charles R. Oglesby	President, Chief Executive Officer and Director	July 3, 2007

* J. Gordon Smith	Senior Vice President and Chief Financial Officer	July 3, 2007

* Brett Hutchinson	Vice President, Controller and Chief Accounting Officer	July 3, 2007

* Michael J. Durham	Chairman of the Board	July 3, 2007

* Janet M. Clarke	Director	July 3, 2007

* Dennis E. Clements	Director	July 3, 2007

* Charlie Tomm	Director	July 3, 2007

* Thomas C. DeLoach, Jr.	Director	July 3, 2007

* Philip F. Maritz	Director	July 3, 2007

* John M. Roth	Director	July 3, 2007

* Jeffrey I. Wooley	Director	July 3, 2007

* Vernon E. Jordan, Jr.	Director	July 3, 2007

* Eugene S. Katz	Director	July 3, 2007

*By:

/S/ LYNNE A. BURGESS

Lynne A. Burgess

Attorney-in-Fact

July 3, 2007

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant listed above the signature line below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 3, 2007.


ASBURY AUTOMOTIVE GROUP HOLDINGS INC.

By:		*
		Name: Charles R. Oglesby Title: President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Charles R. Oglesby	President and Director	July 3, 2007

* John M. Roth	Director	July 3, 2007

* J. Gordon Smith	Senior Vice President, Chief Financial Officer and Assistant Secretary	July 3, 2007

*By:

/S/ LYNNE A. BURGESS

Lynne A. Burgess

Attorney-in-Fact

July 3, 2007

II-13

SIGNATURES


ASBURY AUTOMOTIVE GROUP L.L.C.

By:		*
		Name: Charles R. Oglesby Title: President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Charles R. Oglesby	President, Chief Executive Officer and Director	July 3, 2007

* J. Gordon Smith	Senior Vice President and Chief Financial Officer	July 3, 2007

* John M. Roth	Director	July 3, 2007

*By:

/S/ LYNNE A. BURGESS

Lynne A. Burgess

Attorney-in-Fact

July 3, 2007

II-14

SIGNATURES


ASBURY AUTOMOTIVE MANAGEMENT L.L.C.

By:		*
		Name: Charles R. Oglesby Title: President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Charles R. Oglesby	President and Director	July 3, 2007

* J. Gordon Smith	Vice President, Treasurer and Director	July 3, 2007

*By:

/S/ LYNNE A. BURGESS

Lynne A. Burgess

Attorney-in-Fact

July 3, 2007

II-15

SIGNATURES


ASBURY AUTOMOTIVE FINANCIAL SERVICES, INC.

By:		*
		Name: Hunter Johnson Title: President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Hunter Johnson	President and Treasurer	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* J. Gordon Smith	Vice President and Director	July 3, 2007

/S/ LYNNE A. BURGESS Lynne A. Burgess	Vice President, Assistant Secretary and Director	July 3, 2007

*By:

/S/ LYNNE A. BURGESS

Lynne A. Burgess

Attorney-in-Fact

July 3, 2007

II-16

SIGNATURES


ASBURY AUTOMOTIVE SOUTH LLC

By:		*
		Name: Henry A. Day Title: President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Henry A. Day	President and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Joseph E. Shine	Chief Financial Officer and Secretary	July 3, 2007

*By:

/S/ LYNNE A. BURGESS

Lynne A. Burgess

Attorney-in-Fact

July 3, 2007

II-17

SIGNATURES


ASBURY AUTOMOTIVE FLORIDA LLC

By:		*
		Name: Charlie Tomm Title: President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Charlie Tomm	President and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Nancy D. Noble	Vice President and Chief Financial Officer	July 3, 2007

*By:

/S/ LYNNE A. BURGESS

Lynne A. Burgess

Attorney-in-Fact

July 3, 2007

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act, each of the Registrants listed above the signature line below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 3, 2007.


ASBURY AUTOMOTIVE ARKANSAS L.L.C.
ASBURY AUTOMOTIVE ARKANSAS DEALERSHIP HOLDINGS L.L.C.
PREMIER PON L.L.C.
PRESTIGE TOY L.L.C. PRESTIGE BAY L.L.C. NP MZD L.L.C.
NP FLM L.L.C. NP VKW L.L.C. PREMIER NSN L.L.C.
ASBURY ARKANSAS HUND L.L.C. ASBURY AR NISS L.L.C.

By:		*
		Name: Henry A. Day Title: President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Henry A. Day	President and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Joseph E. Shine	Chief Financial Officer and Secretary	July 3, 2007

*By:

/S/ LYNNE A. BURGESS

Lynne A. Burgess

Attorney-in-Fact

July 3, 2007

II-19

SIGNATURES


		ATLANTA REAL ESTATE HOLDINGS L.L.C.
		ASBURY AUTOMOTIVE ATLANTA L.L.C.
		ASBURY ATLANTA JAGUAR L.L.C.
		ASBURY ATLANTA LEX L.L.C.
		ASBURY ATLANTA CHEVROLET L.L.C.
		ASBURY ATLANTA HON L.L.C.
		ASBURY ATLANTA AC L.L.C.
		SPECTRUM INSURANCE SERVICES L.L.C.
		ASBURY ATLANTA INFINITI L.L.C.
		ASBURY ATLANTA AU L.L.C.
		ASBURY ATLANTA VL L.L.C.
		ASBURY ATLANTA BM L.L.C.
		ASBURY ATLANTA INF L.L.C.
		ASBURY ATLANTA NIS L.L.C.



By:		*
		Name: Henry A. Day Title: President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Henry A. Day	President and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Joseph E. Shine	Secretary and Chief Financial Officer	July 3, 2007



*By:	/S/ LYNNE A. BURGESS	July 3, 2007
	Lynne A. Burgess *Attorney-in-Fact*

II-20

SIGNATURES


		ASBURY AUTOMOTIVE FRESNO L.L.C.
		ASBURY FRESNO IMPORTS L.L.C.
		ASBURY SACRAMENTO IMPORTS L.L.C.
		ASBURY NO CAL NISS L.L.C.



By:		*
		Name: Thomas G. McCollum Title: President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Thomas G. McCollum	President and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Jay Torda	Chief Financial Officer and Secretary	July 3, 2007



*By:	/S/ LYNNE A. BURGESS	July 3, 2007
	Lynne A. Burgess *Attorney-in-Fact*

II-21

SIGNATURES


ASBURY JAX MANAGEMENT L.L.C. ASBURY AUTOMOTIVE JACKSONVILLE GP, L.L.C. COGGIN AUTOMOTIVE CORP. CK CHEVROLET L.L.C. ASBURY AUTOMOTIVE CENTRAL FLORIDA L.L.C. CK MOTORS COGGIN CARS L.L.C. CSA IMPORTS L.L.C. COGGIN CHEVROLET L.L.C. ASBURY DELAND IMPORTS 2, L.L.C. ASBURY AUTOMOTIVE DELAND, L.L.C. ASBURY-DELAND IMPORTS, L.L.C. AF MOTORS, L.L.C. ALM MOTORS, L.L.C. KP MOTORS L.L.C. HFP MOTORS L.L.C. BFP MOTORS L.L.C. ASBURY JAX PB CHEV L.L.C.

By:		*
		Name: Charlie Tomm Title: President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Charlie Tomm	President, Chief Executive Officer and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Nancy D. Noble	Vice President and Chief Financial Officer	July 3, 2007



*By:	/S/ LYNNE A. BURGESS	July 3, 2007
	Lynne A. Burgess Attorney-in-Fact

II-22

SIGNATURES


ASBURY AUTOMOTIVE JACKSONVILLE, L.P.

By:		ASBURY AUTOMOTIVE JACKSONVILLE GP, L.L.C., its general partner

By:		*
		Name: Charlie Tomm Title: President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Charlie Tomm	President, Chief Executive Officer and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Nancy D. Noble	Vice President and Chief Financial Officer	July 3, 2007

II-23

SIGNATURES


		ANL L.P.
		ASBURY JAX HOLDINGS, L.P.
		AVENUES MOTORS, LTD.
		BAYWAY FINANCIAL SERVICES, L.P.
		C&O PROPERTIES, LTD.
		CFP MOTORS, LTD.
		CH MOTORS, LTD.
		CHO PARTNERSHIP, LTD.
		COGGIN MANAGEMENT, L.P.
		CN MOTORS, LTD.
		CP-GMC MOTORS, LTD.


By:		ASBURY JAX MANAGEMENT L.L.C.,
		their general partner

By:		*
		Name: Charlie Tomm Title: President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Charlie Tomm	President, Chief Executive Officer and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Nancy D. Noble	Vice President and Chief Financial Officer	July 3, 2007



*By:	/S/ LYNNE A. BURGESS	July 3, 2007
	Lynne A. Burgess *Attorney-in-Fact*

II-24

SIGNATURES

Pusuant to the requirements of the Securities Act, each of the Registrants listed above the signature line below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 3, 2007.


ASBURY JAX AC L.L.C.
ASBURY JAX K L.L.C.

By:		*
		Name: Charlie Tomm Title: President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


	Signature	Title	Date

	* Charlie Tomm	President, Chief Executive Officer and Director	July 3, 2007

	* Charles R. Oglesby	Director	July 3, 2007

	* Nancy D. Noble	Vice President and Chief Financial Officer	July 3, 2007

*By:	/S/ LYNNE A. BURGESS		July 3, 2007
	Lynne A. Burgess *Attorney-in-Fact*

II-25

SIGNATURES


ASBURY AUTOMOTIVE MISSISSIPPI L.L.C. ASBURY MS CHEV L.L.C. ASBURY MS METRO L.L.C. ASBURY MS WIMBER L.L.C. ASBURY MS YAZOO L.L.C. ESCUDE-M L.L.C. ESCUDE-MO L.L.C. ESCUDE-NN L.L.C. ESCUDE-NS L.L.C. ESCUDE-T L.L.C.

By:		*
		Name: Robert E. Gray Title: President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


	Signature	Title	Date

	* Robert E. Gray	President and Director	July 3, 2007

	* Charles R. Oglesby	Director	July 3, 2007

	* Joseph E. Shine	Chief Financial Officer and Secretary	July 3, 2007

*By:	/s/ Lynne A. Burgess	/s/ Lynne A. Burgess	July 3, 2007
	Lynne A. Burgess *Attorney-in-Fact*

II-26

SIGNATURES


ASBURY MS GRAY-DANIELS L.L.C.

By:		*
		Name: Robert E. Gray Title: President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Robert E. Gray	President and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Joseph E. Shine	Chief Financial Officer and Secretary	July 3, 2007



*By:	/S/ LYNNE A. BURGESS	July 3, 2007
	Lynne A. Burgess *Attorney-in-Fact*

II-27

SIGNATURES


ASBURY AUTOMOTIVE NORTH CAROLINA REAL ESTATE HOLDINGS L.L.C.
ASBURY AUTOMOTIVE NORTH CAROLINA DEALERSHIP HOLDINGS L.L.C.
ASBURY AUTOMOTIVE NORTH CAROLINA L.L.C.
ASBURY AUTOMOTIVE NORTH CAROLINA MANAGEMENT L.L.C.
CAMCO FINANCE L.L.C.
CAMCO FINANCE II L.L.C.
CROWN ACURA/NISSAN, L.L.C.
CROWN BATTLEGROUND, L.L.C.
CROWN CHH L.L.C.
CROWN CHO L.L.C.
CROWN CHV L.L.C.
CROWN DODGE, L.L.C.
CROWN FDO L.L.C.
CROWN FFO L.L.C.
CROWN FFO HOLDINGS L.L.C.
CROWN FORDHAM L.L.C.
CROWN GAC L.L.C.
CROWN GAU L.L.C.
CROWN GBM L.L.C.
CROWN GCA L.L.C.
CROWN GCH L.L.C.
CROWN GDO L.L.C.
CROWN GHO L.L.C.
CROWN GKI L.L.C.
CROWN GMI L.L.C.
CROWN GNI L.L.C.
CROWN GPG L.L.C.
CROWN GVO L.L.C.
CROWN HONDA, LLC
CROWN HONDA-VOLVO, LLC
CROWN MITSUBISHI, LLC
CROWN MOTORCAR COMPANY L.L.C.
CROWN RALEIGH L.L.C.
CROWN RIA L.L.C.
CROWN RIB L.L.C.
CROWN ROYAL PONTIAC, LLC
CROWN SNI L.L.C.
CROWN SJC L.L.C.
RER PROPERTIES, LLC
RWIJ PROPERTIES, LLC

By:		*
		Name: Michael S. Kearney Title: President, Chief Operating Officer and Director

II-28

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Michael S. Kearney	President, Chief Operating Officer and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* J. L. Dagenhart	Chief Financial Officer	July 3, 2007

*By:

/S/ LYNNE A. BURGESS

Lynne A. Burgess

Attorney-in-Fact

July 3, 2007

II-29

SIGNATURES


ASBURY AUTOMOTIVE OREGON L.L.C. ASBURY AUTOMOTIVE OREGON MANAGEMENT L.L.C. THOMASON AUTO CREDIT NORTHWEST, INC. THOMASON DAM L.L.C. THOMASON FRD L.L.C. THOMASON HON L.L.C. THOMASON HUND L.L.C. THOMASON MAZ L.L.C. THOMASON NISS L.L.C. THOMASON OUTFITTERS L.L.C. THOMASON PONTIAC-GMC L.L.C. THOMASON SUZU L.L.C. THOMASON TY L.L.C.
THOMASON ZUK L.L.C.

By:		*
		Name: John C. Stamm Title: Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* John C. Stamm	Vice President and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* J. Gordon Smith	Vice President	July 3, 2007

*By:

/S/ LYNNE A. BURGESS

Lynne A. Burgess

Attorney-in-Fact

July 3, 2007

II-30

SIGNATURES


ASBURY AUTOMOTIVE SOUTHERN CALIFORNIA L.L.C.
ASBURY SO CAL DC L.L.C.
ASBURY SO CAL HON L.L.C.
ASBURY SO CAL NISS L.L.C.

By:		*
		Name: Thomas G. McCollum Title: President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Thomas G. McCollum	President and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Jay Torda	Chief Financial Officer and Secretary	July 3, 2007

*By:

/S/ LYNNE A. BURGESS

Lynne A. Burgess

Attorney-in-Fact

July 3, 2007

II-31

SIGNATURES


ASBURY AUTOMOTIVE ST. LOUIS, L.L.C.
ASBURY ST. LOUIS CADILLAC L.L.C.
ASBURY ST. LOUIS GEN L.L.C.
ASBURY ST. LOUIS LEX L.L.C.

By:		*
		Name: John R. Capps Title: President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* John R. Capps	President and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Gary Schulz	Chief Financial Officer and Secretary	July 3, 2007

*By:

/S/ LYNNE A. BURGESS

Lynne A. Burgess

Attorney-in-Fact

July 3, 2007

II-32

SIGNATURES


ASBURY AUTOMOTIVE TAMPA GP L.L.C. ASBURY TAMPA MANAGEMENT L.L.C. PRECISION NISSAN, INC. PRECISION INFINITI, INC. PRECISION MOTORCARS, INC. PRECISION COMPUTER SERVICES, INC. PRECISION ENTERPRISES TAMPA, INC. JC DEALER SYSTEMS, LLC

By:		*
		Name: Charlie Tomm Title: President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Charlie Tomm	President and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Nancy D. Noble	Vice President and Chief Financial Officer	July 3, 2007



*By:	/S/ LYNNE A. BURGESS	July 3, 2007
	Lynne A. Burgess *Attorney-in-Fact*

II-33

SIGNATURES


ASBURY AUTOMOTIVE TAMPA, L.P.

By:		ASBURY AUTOMOTIVE TAMPA GP L.L.C., its general partner

By:		*
		Name: Charlie Tomm Title: President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Charlie Tomm	President and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Nancy D. Noble	Vice President and Chief Financial Officer	July 3, 2007

II-34

SIGNATURES


ASBURY AUTOMOTIVE BRANDON, L.P. TAMPA HUND, L.P. TAMPA KIA, L.P. TAMPA LM, L.P. TAMPA MIT, L.P. TAMPA SUZU, L.P. WMZ BRANDON MOTORS, L.P. WMZ MOTORS, L.P. WTY MOTORS, L.P.

By:		ASBURY TAMPA MANAGEMENT L.L.C., their general partner

By:		*
		Name: Charlie Tomm Title: President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Charlie Tomm	President and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Nancy D. Noble	Vice President and Chief Financial Officer	July 3, 2007



*By:	/S/ LYNNE A. BURGESS	July 3, 2007
	Lynne A. Burgess *Attorney-in-Fact*

II-35

SIGNATURES


ASBURY AUTOMOTIVE TEXAS L.L.C. PLANO LINCOLN-MERCURY, INC.

By:		*
		Name: Thomas G. McCollum Title: President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Thomas G. McCollum	President and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Jay Torda	Chief Financial Officer and Secretary	July 3, 2007

*By:

/S/ LYNNE A. BURGESS

Lynne A. Burgess

Attorney-in-Fact

July 3, 2007

II-36

SIGNATURES


ASBURY AUTOMOTIVE TEXAS REAL ESTATE HOLDING L.L.C. MCDAVID AUSTIN-ACRA, L.L.C. MCDAVID FRISCO-HON, L.L.C. MCDAVID GRANDE, L.L.C MCDAVID HOUSTON-HON, L.L.C. MCDAVID HOUSTON-NISS, L.L.C. MCDAVID IRVING-HON, L.L.C. MCDAVID OUTFITTERS, L.L.C. MCDAVID PLANO-ACRA, L.L.C. By: ASBURY AUTOMOTIVE TEXAS L.L.C., their sole member

By:		*
		Name: Thomas G. McCollum Title: President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Thomas G. McCollum	President and Director	July 3, 2007

* Charles R. Oglesby	Director	July 3, 2007

* Jay Torda	Chief Financial Officer and Secretary	July 3, 2007

*By:

/S/ LYNNE A. BURGESS

Lynne A. Burgess

Attorney-in-Fact

July 3, 2007

II-37

EXHIBIT INDEX


Exhibit Number		Description of Documents
3.1*		Restated Certificate of Incorporation of Asbury Automotive Group, Inc. (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (file No. 333-84646) filed with the SEC on March 20, 2002)

3.2*		Restated Bylaws of Asbury Automotive Group, Inc. (filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (file No. 333-84646) filed with the SEC on March 20, 2002)

4.1*		Indenture, dated as of March 26, 2007, among Asbury Automotive Group, Inc., the subsidiary guarantors listed on Schedule I thereto, and The Bank of New York, as Trustee, relating to the 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

4.2*		Form of 7.625% Senior Subordinated Notes due 2017 (filed as Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

4.3		First Supplemental Indenture, dated as of June 29, 2007, among Asbury Automotive Group, Inc., the subsidiary guarantors listed on Schedules II(a) and II(b) thereto, the other Guarantors, and The Bank of New York, as Trustee, related to the 7.625% Senior Subordinated Notes due 2017

4.4*		Indenture, dated as of December 23, 2003, among Asbury Automotive Group, Inc., the subsidiary guarantors listed on Schedule I thereto, and The Bank of New York, as Trustee, related to the 8% Senior Subordinated Notes due 2014 (filed as Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003)

4.5*		Form of 8% Senior Subordinated Note due 2014 (included in Exhibit 4.4)

4.6*		First Supplemental Indenture, dated as of January 21, 2004, among Asbury Automotive Group, Inc., the subsidiary guarantors listed on Schedule II thereto, the other Guarantors, and The Bank of New York, as Trustee, related to the 8% Senior Subordinated Notes due 2014 (filed as Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)

4.7*		Second Supplemental Indenture, dated as of December 7, 2004, among Asbury Automotive Group, Inc., the subsidiary guarantors listed on Schedule II thereto, the other Guarantors and The Bank of New York, as Trustee, related to the 8% Senior Subordinated Notes due 2012 (filed as Exhibit 4.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)

4.8*		Third Supplemental Indenture, dated as of September 30, 2005, among the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, Asbury Automotive Group, Inc., the other Guarantors listed on Schedule I thereto and The Bank of New York, as Trustee, related to the issuance of 8% Senior Subordinated Notes due 2014 (filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)

4.6*		Fourth Supplemental Indenture, dated as of March 15, 2007, among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedule II thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York, as Trustee, related to the 8% Senior Subordinated Notes due 2014 of Asbury Automotive Group, Inc. (filed as Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

4.7		Fifth Supplemental Indenture, dated as of June 29, 2007, among Asbury Automotive Group, Inc., the Subsidiaries of Asbury Automotive Group, Inc. listed on Schedules II(a) and II(b) thereto, the other Guarantors listed on Schedule I thereto and The Bank of New York, as Trustee, related to the 8% Senior Subordinated Notes due 2014 of Asbury Automotive Group, Inc.

II-38


4.8*		Indenture, dated as of March 16, 2007, among Asbury Automotive Group, Inc., the subsidiary guarantors listed on Schedule I thereto, and The Bank of New York, as Trustee, related to the 3% Senior Subordinated Convertible Notes due 2012 (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

4.9*		Form of 3% Senior Subordinated Convertible Notes due 2012 (filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

4.10		First Supplemental Indenture, dated as of June 29, 2007, among Asbury Automotive Group, Inc., the subsidiary guarantors listed on Schedules II(a) and II(b) thereto, the other Guarantors, and The Bank of New York, as Trustee, related to the 3% Senior Subordinated Convertible Notes due 2012

4.11*		Wealth Accumulation Plan (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-115402) filed with the SEC on May 12, 2004)

5.1		Opinion of Cravath, Swaine & Moore LLP

10.1*		Exchange and Registration Rights Agreement dated March 26, 2007, among Asbury Automotive Group, Inc., the subsidiaries of Asbury Automotive Group, Inc. listed on the signature pages thereto, Goldman, Sachs & Co. and Deutsche Bank Securities Inc., relating to the 7.625% Senior Subordinated Notes due 2017 of Asbury Automotive Group, Inc. (filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

10.2*		1999 Stock Option Plan (filed as Exhibit 10.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-65998) filed with the SEC on February 22, 2002)

10.3*		2002 Equity Incentive Plan (filed as Appendix C to the Company’s Proxy Statement on April 29, 2004)

10.4*		Form of Officer Director Indemnification Agreement (filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002)

10.5*		Letter Agreement, dated January 5, 2004, between Asbury Automotive Group, Inc. and Thomas R. Gibson (filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003)

10.6*		Severance Agreement of Philip R. Johnson, dated April 21, 2003 (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)

10.7*		Severance Agreement of Lynne A. Burgess, dated April 21, 2003 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)

10.8*		Employment Agreement of Kenneth B. Gilman (filed as Exhibit 10.6 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (file No. 333-65998) filed with the SEC on January 10, 2002)

10.9*		Severance Agreement of J. Gordon Smith dated September 29, 2003 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003)

10.10*		Employment and Consulting Agreement of Thomas F. “Mack” McLarty, III (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)

10.11*		Ford Dealer Agreement (filed as Exhibit 10.13 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (file No. 333-65998) filed with the SEC on October 12, 2001)

10.12*		General Motors Dealer Agreement (filed as Exhibit 10.14 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (file No. 333-65998) filed with the SEC on October 12, 2001)

10.13*		Honda Dealer Agreement (filed as Exhibit 10.15 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (file No. 333-65998) filed with the SEC on October 12, 2001)

II-39


10.14*		Mercedes Dealer Agreement (filed as Exhibit 10.16 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (file No. 333-65998) filed with the SEC on October 12, 2001)

10.15*		Nissan Dealer Agreement (filed as Exhibit 10.17 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (file No. 333-65998) filed with the SEC on October 12, 2001)

10.16*		Toyota Dealer Agreement (filed as Exhibit 10.18 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (file No. 333-65998) filed with the SEC on October 12, 2001)

10.17*		Sublease dated July 28, 2003 between Monster Worldwide, Inc. and Asbury Automotive Group, Inc. (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 31, 2003)

10.18*		First Amendment to Employment Agreement of Kenneth B. Gilman, dated February 26, 2004 (filed as an Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003)

10.19*		Employment Agreement of Jeffrey I. Wooley (filed as an Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003)*

10.20*		Second Amendment to Employment Agreement of Kenneth B. Gilman, dated November 8, 2004 (filed as an Exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2004)

10.21*		Key Executive Incentive Compensation Plan (filed as Appendix D to the Company’s Proxy Statement on April 29, 2004)

10.22*		Revolving Credit Agreement, dated as of March 23, 2005, among Asbury Automotive Group, Inc. and the Subsidiary Borrowers listed therein, as borrowers, the Lenders listed therein, JPMorgan Chase Bank, N.A., as administrative agent and as floor plan agent, Bank of America, N.A., as syndication agent, and J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint bookrunners and co-lead arrangers (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2005)

10.23*		Agreement between Asbury Automotive Tampa L.L.C. and Jeffrey I. Wooley, dated March 18, 2005 (filed as Exhibit 10.1 to Company’s Current Report on Form 8-K filed with the SEC on March 22, 2005)

10.24*		First Amendment to Credit Agreement and Waiver dated as of March 1, 2006 among Asbury Automotive Group, Inc. and the Subsidiary Borrowers listed therein, as borrowers, the Lenders listed therein, JPMorgan Chase Bank, N.A., as administrative agent and floor plan agent and Bank of America, N.A., as syndication agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2006)

10.25*		Second Amendment to Credit Agreement dated August 1, 2006, among Asbury Automotive Group, Inc., the subsidiaries listed therein, the Lenders listed therein and JPMorgan Chase Bank, N.A., as administrative agent and floor plan agent and Bank of America, N.A., as syndication agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 7, 2006)

10.26*		Third Amendment to Employment Agreement of Kenneth B. Gilman, dated as of November 3, 2005 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)

10.27*		Letter Agreement between the Company and Kenneth B. Gilman, dated August 8, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 10, 2006)

10.28*		Fourth Amendment to Employment Agreement of Kenneth B. Gilman, dated as of September 7, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2006)

II-40


10.29*		Employment Agreement of Charles Oglesby, dated as of September 7, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2006)

10.30*		Form of Performance Share Unit Award Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2006)

10.31*		Form of Restricted Share Award Agreement for Non-Employee Directors (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)

10.32*		Restricted Share Award Agreement of Kenneth B. Gilman, dated October 23, 2006 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)

10.33*		Restricted Share Award Agreement for Non-Employee Directors of Michael J. Durham, dated October 23, 2006 (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)

10.34*		Agreement between Asbury Automotive Arkansas L.L.C., Asbury Automotive Group LLC, McLarty Companies, Inc. and Thomas F. McLarty, III, dated March 21, 2005 (filed as Exhibit 10.2 to Company’s Current Report on Form 8-K filed with the SEC on March 22, 2005)

10.35*		1999 Stock Option Plan, as amended (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)

10.36*		Severance Pay Agreement of Charles B. Tomm, dated as of June 10, 2005 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)

10.37*		Compensation Plan of Charles B. Tomm (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)

10.38*		Amendment to the Severance Pay Agreement for Key Employee between Charles B. Tomm and Asbury Automotive Group, Inc, dated as of February 1, 2007 (filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

10.39*		Letter Agreement between Kenneth B. Gilman and Asbury Automotive Group, Inc., dated February 13, 2007 (filed as Exhibit 10.1 to Asbury Automotive Group’s Current Report on Form 8-K filed with the SEC on February 15, 2007)

10.40*		Third Amendment to Credit Agreement dated August 1, 2006, effective as of March 8, 2007, among Asbury Automotive Group, Inc., each of the subsidiaries of the Company listed on the signature pages thereto, each of the Lenders listed on the signature pages thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, JPMorgan Chase Bank, N.A., as Floor Plan Agent for the Lenders, and Bank of America, N.A., as Syndication Agent (filed as Exhibit 10.1 to Asbury Automotive Group’s Current Report on Form 8-K filed with the SEC on March 13, 2007)

10.41*		Form of Performance Share Unit Award Agreement (filed as Exhibit 10.1 to Asbury Automotive Group’s Current Report on Form 8-K filed with the SEC on February 28, 2007)

10.42*		Amended Employment Agreement between Asbury Automotive Group, Inc. and Charles Oglesby, dated as of May 4, 2007 (filed as Exhibit 10.1 to Asbury Automotive Group’s Current Report on Form 8-K filed with the SEC on May 9, 2007)

10.43*		Form of Restricted Share Award Agreement for Employees of Asbury Automotive Group, Inc. (filed as Exhibit 10.2 to Asbury Automotive Group’s Current Report on Form 8-K filed with the SEC on May 9, 2007)

12.1		Statement of Computation of Ratio of Earnings to Fixed Charges

15.1*		Awareness letter from Deloitte & Touche LLP (filed as Exhibit 15.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)

21.1		Subsidiaries of the Company

23.1		Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1)

23.2		Consent of Deloitte & Touche LLP

24.1		Power of Attorney

II-41


25.1		Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York under the Indenture

99.1		Form of Letter of Transmittal

99.2		Form of Notice of Guaranteed Delivery

99.3		Form of Notice of Withdrawal of Tender

99.4		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

99.5		Form of Letter to Clients

99.6		Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9

*	Incorporated by reference

II-42

EX-4.3 2 dex43.htm FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture

Exhibit 4.3

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 29, 2007, among the Subsidiaries of the Company (as defined below) listed on Schedule II(a) hereto (the “Guaranteeing Subsidiaries”) and Schedule II(b) hereto (the “New LLC Guarantors”), Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York, as trustee under the indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of March 26, 2007 (the “Indenture”), providing for the issuance of 7.625% Senior Subordinated Notes due 2017 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”);

WHEREAS, certain of the Guarantors listed on Schedule III hereto (the “Predecessor Guarantors”) have merged with and into (the “Mergers”) the New LLC Guarantors and Asbury Automotive Texas L.L.C., a Delaware limited liability company and a Guarantor (together with the New LLC Guarantors, the “Texas LLC Guarantors”) with the applicable Texas LLC Guarantor as the surviving entity in each of the Mergers;

WHEREAS, as a result of the Mergers, each of the applicable Texas LLC Guarantors (i) is hereby entering into this Supplemental Indenture to evidence the Mergers and (ii) is assuming, by operation of law, the respective obligations of each of the Predecessor Guarantors under the Indenture, their respective Subsidiary Guarantees and the Registration Rights Agreement;

WHEREAS, pursuant to Section 11.06 of the Indenture, each of the Guarantors listed on Schedule IV hereto (the “Texas LP Guarantors”) is being released and relieved of its obligations under its Subsidiary Guarantee and this Supplemental Indenture hereby evidences the release of such Texas LP Guarantor from its obligations under its Subsidiary Guarantee; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Guaranteeing Subsidiaries, the New LLC Guarantors, the Texas LP Guarantors, the other Guarantors and the Trustee, as applicable, mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. ASSUMPTION BY THE TEXAS LLC GUARANTORS. Each of the Texas LLC Guarantors hereby assumes the obligations of the applicable Predecessor Guarantor for the due and punctual payment of the principal of, premium, if any, and interest on all outstanding Notes issued pursuant to the Indenture and the performance and observance of each other obligation and covenant set forth in the Indenture, its respective Subsidiary Guarantee and the Registration Rights Agreement to be performed or observed on the part of the Predecessor Guarantor. Each of the Texas LLC Guarantors is hereby substituted for, and may exercise every right and power of, the applicable Predecessor Guarantor under the Indenture with the same effect as if each of the Texas LLC Guarantors had been named as Guarantors in the Indenture, and each of the Texas LLC Guarantors is a successor Person under the Indenture.

3. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that:

(i) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever.

(d) This Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and such Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) Such Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee.

(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

(i) Pursuant to Section 11.03 of the Indenture, after giving effect to any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Subsidiary Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Subsidiary Guarantee will not constitute a fraudulent transfer or conveyance.

4. EXECUTION AND DELIVERY. Each of the Guaranteeing Subsidiaries and each of the Texas LLC Guarantors agree that the Subsidiary Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantees.

5. GUARANTEEING SUBSIDIARIES MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

(a) No Guaranteeing Subsidiary may sell or otherwise dispose of all or substantially all of its assets to or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person whether or not affiliated with such Guarantor unless:

either

(i)

(A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger, if other than such Guarantor, assumes all the obligations of that Guarantor under the Indenture, its Subsidiary Guarantee and, if the Exchange Offer has not been consummated or Special Interest remains due and owing, under the Registration Rights Agreement pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee and completes all other required documentation; or

(B) the Net Proceeds, if any, of such sale or other disposition are applied in accordance with the provisions described in the third paragraph of Section 4.10 of the Indenture; and

(ii) immediately after giving effect to such transaction, no Default exists.

(b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof.

Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

6. RELEASES.

(a) In the event of (i) a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or any other Guarantor, (ii) a termination of one or more Guarantees by any Guarantor of any other Senior Subordinated Indebtedness of the Company or any other Guarantor which results in such Guarantor no longer being subject to any Guarantee of any other Senior Subordinated Indebtedness of the Company or any other Guarantor, (iii) the exercise by the Company of its option to have either Section 8.02 or 8.03 of the Indenture be applied to all outstanding Notes in accordance with the terms set forth in Article 8 of the Indenture or (iv) the designation by the Company of any Guarantor as an Unrestricted Subsidiary in accordance with the terms set forth in Section 4.13 of the Indenture, then such Guarantor (upon the occurrence of an event described in clauses (ii), (iii) or (iv) of this paragraph) or the corporation acquiring the property (upon the occurrence of an event described in clause (i) of this paragraph) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds, if any, of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 11 of the Indenture.

(c) Pursuant to Section 11.06 of the Indenture, each of the Texas LP Guarantors are hereby released and relieved of its obligations under its Subsidiary Guarantee and this Supplemental Indenture hereby evidences the release of such Texas LP Guarantor from its obligations under its Subsidiary Guarantee.

or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

8. INDENTURE. Except as expressly amended hereby, the Indenture shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

9. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

10. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

11. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

12. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Company.

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


SIGNATURES

ASBURY AUTOMOTIVE GROUP, INC.

By:		/S/ LYNNE A. BURGESS
Name:		Lynne A. Burgess
Title:		Vice President, General Counsel & Secretary

EACH GUARANTOR LISTED ON SCHEDULE I HERETO

By:		/S/ LYNNE A. BURGESS
Name:		Lynne A. Burgess
Title:		Vice President and Assistant Secretary or Secretary of each Limited Liability Company or Corporation, or the General Partner of each Limited Partnership listed on the attached Schedule

EACH GUARANTEEING SUBSIDIARY LISTED ON SCHEDULE II(a) HERETO

By:		/S/ LYNNE A. BURGESS
Name:		Lynne A. Burgess
Title:		Vice President of each Limited Liability Company or the Sole Member of each Limited Liability Company listed on the attached Schedule

EACH NEW LLC GUARANTOR LISTED ON SCHEDULE II(b) HERETO

By:		/S/ LYNNE A. BURGESS
Name:		Lynne A. Burgess
Title:		Vice President of each Limited Liability Company or the Sole Member of each Limited Liability Company listed on the attached Schedule


THE BANK OF NEW YORK

By:		/S/ CARLOS R. LUCIANO
Name:		Carlos R. Luciano
Title:		Vice President

Schedule I

SCHEDULE OF GUARANTORS

The following schedule lists each Guarantor as of March 26, 2007, the date of the Indenture:

Asbury Automotive Financial Services, Inc.

Asbury Automotive Group Holdings, Inc.

Asbury Automotive Group L.L.C.

Asbury Automotive Management L.L.C.

Asbury Automotive South, L.L.C.

Asbury Automotive West, L.L.C.

Asbury Automotive Southern California L.L.C.

Asbury Arkansas Hund L.L.C.

Asbury AR Niss L.L.C .

Asbury Automotive Arkansas Dealership Holdings L.L.C.

Asbury Automotive Arkansas L.L.C.

Asbury MS Gray-Daniels L.L.C.

Asbury MS Metro L.L.C.

Escude-M L.L.C.

Escude-MO L.L.C.

Escude-NN L.L.C.

Escude-NS L.L.C.

Escude-T L.L.C.

NP FLM L.L.C.

NP MZD L.L.C.

NP VKW L.L.C.

Premier NSN L.L.C.

Premier Pon L.L.C.

Prestige Bay L.L.C.

Prestige Toy L.L.C.

Asbury Atlanta AC L.L.C.

Asbury Atlanta AU L.L.C.

Asbury Atlanta BM L.L.C.

Asbury Atlanta Chevrolet L.L.C.

Asbury Atlanta Hon L.L.C.

Asbury Atlanta Infiniti L.L.C.

Asbury Atlanta Jaguar L.L.C.

Asbury Atlanta Lex L.L.C.

Asbury Atlanta VL L.L.C.

Asbury Automotive Atlanta L.L.C.

Atlanta Real Estate Holdings L.L.C.

Spectrum Insurance Services L.L.C.

Asbury Automotive Fresno L.L.C.

Asbury Fresno Imports L.L.C.

AF Motors, L.L.C.

ALM Motors, L.L.C.

ANL, L.P.

Asbury Automotive Central Florida, L.L.C.

Asbury Automotive Deland, L.L.C.

Asbury Automotive Florida, L.L.C.

Asbury Automotive Jacksonville GP L.L.C.

I-1

Schedule I

Asbury Automotive Jacksonville, L.P.

Asbury Deland Imports 2, L.L.C.

Asbury Jax AC, L.L.C.

Asbury Jax Holdings, L.P.

Asbury Jax K, L.L.C.

Asbury Jax Management L.L.C.

Asbury Jax PB Chev, L.L.C.

Asbury-Deland Imports, L.L.C.

Avenues Motors, Ltd.

Bayway Financial Services, L.P.

BFP Motors L.L.C.

C&O Properties, Ltd.

CFP Motors, Ltd.

CH Motors, Ltd.

CHO Partnership, Ltd.

CK Chevrolet L.L.C.

CK Motors LLC

CN Motors, Ltd.

Coggin Automotive Corp.

Coggin Cars L.L.C.

Coggin Chevrolet L.L.C.

Coggin Management, L.P.

CP-GMC Motors, Ltd.

CSA Imports L.L.C.

HFP Motors L.L.C.

KP Motors L.L.C.

Asbury Automotive Mississippi, L.L.C.

Asbury MS Chev, L.L.C.

Asbury MS Wimber L.L.C.

Asbury MS Yazoo L.L.C.

Asbury No Cal Niss L.L.C.

Asbury Sacramento Imports L.L.C.

Asbury So Cal DC L.L.C.

Asbury So Cal Hon L.L.C.

Asbury So Cal Niss L.L.C.

Asbury Automotive North Carolina Dealership Holdings L.L.C.

Asbury Automotive North Carolina L.L.C.

Asbury Automotive North Carolina Management L.L.C.

Asbury Automotive North Carolina Real Estate Holdings L.L.C.

Camco Finance II L.L.C.

Camco Finance L.L.C.

Crown Acura/Nissan, LLC

Crown Battleground, LLC

Crown CHH L.L.C.

Crown CHO L.L.C.

Crown CHV L.L.C.

Crown Dodge, LLC

Crown FDO L.L.C.

Crown FFO Holdings L.L.C.

Crown FFO L.L.C.

Crown Fordham L.L.C.

I-2

Schedule I

Crown GAC L.L.C.

Crown GAU L.L.C.

Crown GBM L.L.C.

Crown GCA L.L.C.

Crown GCH L.L.C.

Crown GDO L.L.C.

Crown GHO L.L.C.

Crown GKI L.L.C.

Crown GMI L.L.C.

Crown GNI L.L.C.

Crown GPG L.L.C.

Crown GVO L.L.C.

Crown Honda, LLC

Crown Honda-Volvo, LLC

Crown Mitsubishi, LLC

Crown Motorcar Company L.L.C.

Crown Raleigh L.L.C.

Crown RIA L.L.C.

Crown RIB L.L.C.

Crown Royal Pontiac, LLC

Crown SJC L.L.C.

Crown SNI L.L.C.

RER Properties, LLC

RWIJ Properties, LLC

Asbury Automotive Oregon L.L.C.

Asbury Automotive Oregon Management L.L.C.

Thomason Frd L.L.C.

Thomason Auto Credit Northwest, Inc.

Thomason Dam L.L.C.

Thomason Hon L.L.C.

Thomason Hund L.L.C.

Thomason Maz L.L.C.

Thomason Niss L.L.C.

Thomason Outfitters L.L.C.

Thomason Pontiac-GMC L.L.C.

Thomason Suzu L.L.C.

Thomason TY L.L.C.

Thomason Zuk L.L.C.

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

Asbury St. Louis Lex L.L.C.

Asbury St. Louis Cadillac L.L.C.

Asbury St. Louis Gen L.L.C.

Asbury Automotive Brandon, L.P.

Asbury Automotive Tampa GP L.L.C.

Asbury Automotive Tampa, L.P.

Asbury Tampa Management L.L.C.

JC Dealer Systems LLC (formerly known as Dealer Profit Systems L.L.C.)

Precision Computer Services, Inc.

Precision Enterprises Tampa, Inc.

Precision Infiniti, Inc.

Precision Motorcars, Inc.

I-3

Schedule I

Precision Nissan, Inc.

Tampa Hund, L.P.

Tampa Kia, L.P.

Tampa LM, L.P.

Tampa Mit, L.P.

Tampa Suzu, L.P.

WMZ Brandon Motors, L.P.

WMZ Motors, L.P.

WTY Motors, L.P.

Asbury Automotive Texas Holdings L.L.C.

Asbury Automotive Texas L.L.C.

Asbury Automotive Texas Real Estate Holdings L.P.

Asbury Texas Management L.L.C.

McDavid Auction, L.P.

McDavid Austin-Acra, L.P.

McDavid Frisco-Hon, L.P.

McDavid Grande, L.P.

McDavid Houston-Hon, L.P.

McDavid Houston-Kia, L.P.

McDavid Houston-Niss, L.P.

McDavid Irving-Hon, L.P.

McDavid Irving-PB&G, L.P.

McDavid Irving-Zuk, L.P.

McDavid Outfitters, L.P.

McDavid Plano-Acra, L.P.

Plano Lincoln-Mercury, Inc.

I-4

Schedule II(a)

SCHEDULE OF GUARANTEEING SUBSIDIARIES

The following schedule lists each Guaranteeing Subsidiary becoming a Guarantor under the Indenture pursuant to the Supplemental Indenture to which this Schedule II(a) is attached:

Asbury Atlanta Inf L.L.C.

Asbury Atlanta Nis L.L.C.

Schedule II(b)

SCHEDULE OF NEW LLC GUARANTORS

The following schedule lists each New LLC Guarantor becoming a Guarantor under the Indenture as a result of the Mergers and evidenced by the Supplemental Indenture to which this Schedule II(b) is attached:

McDavid Austin-Acra, L.L.C.

McDavid Frisco-Hon, L.L.C.

McDavid Houston-Niss, L.L.C.

McDavid Houston-Hon, L.L.C.

McDavid Plano-Acra, L.L.C.

McDavid Grande, L.L.C.

McDavid Irving-Hon, L.L.C.

McDavid Outfitters, L.L.C.

Asbury Automotive Texas Real Estate Holdings L.L.C.

II-1

Schedule III

SCHEDULE OF PREDECESSOR GUARANTORS

The following schedule lists each Predecessor Guarantor that has been merged with and into the Texas LLC Guarantors pursuant to the Mergers:

McDavid Austin-Acra, L.P.

McDavid Frisco-Hon, L.P.

McDavid Houston-Niss, L.P.

McDavid Houston-Hon, L.P.

McDavid Plano-Acra, L.P.

McDavid Grande, L.P.

McDavid Irving-Hon, L.P.

McDavid Outfitters, L.P.

Asbury Automotive Texas Real Estate Holdings L.P.

Asbury Automotive West, L.L.C.

Asbury Automotive Texas Holdings L.L.C.

Asbury Texas Management L.L.C.

III-1

Schedule IV

SCHEDULE OF THE TEXAS LP GUARANTORS

The following schedule lists each Texas LP Guarantor that is being released as a Guarantor pursuant to Section 11.06 of the Indenture:

McDavid Auction, L.P.

McDavid Houston-Kia, L.P.

McDavid Irving-PB&G, L.P.

McDavid Irving-Zuk, L.P.

IV-1

EX-4.7 3 dex47.htm FIFTH SUPPLEMENTAL INDENTURE Fifth Supplemental Indenture

Exhibit 4.7

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 29, 2007, among the Subsidiaries of the Company (as defined below) listed on Schedule II(a) hereto (the “Guaranteeing Subsidiaries”) and Schedule II(b) hereto (the “New LLC Guarantors”), Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York, as trustee under the indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of December 23, 2003 (as amended, supplemented and otherwise modified by the First Supplemental Indenture dated as of January 21, 2004, by the Second Supplemental Indenture dated as of December 7, 2004, by the Third Supplemental Indenture dated as of September 30, 2005 and by the Fourth Supplemental Indenture dated as of March 15, 2007, the “Indenture”), providing for the issuance of 8% Senior Subordinated Notes due 2014 (the “Notes”);

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

3. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees as follows:

(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

5. GUARANTEEING SUBSIDIARIES MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

either

(i)

(A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger, if other than such Guarantor, assumes all the obligations of that Guarantor under the Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee and completes all other required documentation; or

(B) the Net Proceeds, if any, of such sale or other disposition are applied in accordance with the provisions described in the third paragraph of Section 4.10 of the Indenture; and

(ii) immediately after giving effect to such transaction, no Default exists.

(c) Except as set forth in Articles 4 and 5 and Section 11.05 of Article 11 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

6. RELEASES.

(a) In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds, if any, of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

7. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of any Guaranteeing Subsidiary or any Texas LLC Guarantor, as such, shall have any liability for any obligations of the Company, any Guaranteeing Subsidiary or any Texas LLC Guarantor under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

9. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

10. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

11. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

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


SIGNATURES

ASBURY AUTOMOTIVE GROUP, INC.

By:		/S/ LYNNE A. BURGESS
Name:		Lynne A. Burgess
Title:		Vice President, General Counsel & Secretary

EACH GUARANTOR LISTED ON SCHEDULE I HERETO

By:		/S/ LYNNE A. BURGESS
Name:		Lynne A. Burgess
Title:		Vice President and Assistant Secretary or Secretary of each Limited Liability Company or Corporation, or the General Partner of each Limited Partnership listed on the attached Schedule

EACH GUARANTEEING SUBSIDIARY LISTED ON SCHEDULE II(a) HERETO

By:		/S/ LYNNE A. BURGESS
Name:		Lynne A. Burgess
Title:		Vice President of each Limited Liability Company or the Sole Member of each Limited Liability Company listed on the attached Schedule

EACH NEW LLC GUARANTOR LISTED ON SCHEDULE II(b) HERETO

By:		/S/ LYNNE A. BURGESS
Name:		Lynne A. Burgess
Title:		Vice President of each Limited Liability Company or the Sole Member of each Limited Liability Company listed on the attached Schedule


THE BANK OF NEW YORK

By:		/S/ CARLOS R. LUCIANO
Name:		Carlos R. Luciano
Title:		Vice President

Schedule I

SCHEDULE OF GUARANTORS

The following schedule lists each Guarantor as of March 15, 2007, the date of the Fourth Supplemental Indenture, omitting certain entities that were dissolved, sold or that were divested of all or substantially all assets:

Asbury Automotive Group Holdings, Inc.

Asbury Automotive Group L.L.C.

Asbury Automotive Management L.L.C.

Asbury Automotive Financial Services, Inc.

Asbury Automotive Arkansas L.L.C.

Asbury Automotive Arkansas Dealership Holdings L.L.C.

NP FLM L.L.C.

NP VKW L.L.C.

Premier NSN L.L.C.

NP MZD L.L.C.

Prestige Bay L.L.C.

Premier PON L.L.C.

Escude NN L.L.C.

Escude M L.L.C.

Escude NS L.L.C.

Escude MO L.L.C.

Asbury MS Metro L.L.C.

Asbury MS Gray-Daniels L.L.C.

Asbury Automotive Atlanta LLC

Asbury Atlanta HON LLC

Asbury Atlanta Chevrolet LLC

Asbury Atlanta AC LLC

Atlanta Real Estate Holdings LLC

Asbury Atlanta Jaguar L.L.C.

Spectrum Insurance Services L.L.C.

Asbury Atlanta AU L.L.C.

Asbury Atlanta Infiniti L.L.C.

Asbury Automotive Jacksonville GP, L.L.C.

Asbury Automotive Jacksonville, L.P.

Asbury Jax Holdings, L.P.

Asbury Jax Management L.L.C.

Coggin Automotive Corp

CP-GMC Motors Ltd

CH Motors Ltd

CN Motors Ltd

CFP Motors Ltd

Avenues Motors Ltd

CHO Partnership Ltd

ANL, L.P.

I-1

Schedule I

Bayway Financial Services, L.P.

Coggin Management, L.P.

C&O Properties Ltd.

Asbury Automotive Central Florida, L.L.C.

CK Chevrolet L.L.C.

CK Motors, L.L.C.

Asbury Automotive Deland, L.L.C.

AF Motors, L.L.C.

ALM Motors, L.L.C.

Asbury Deland Imports 2 LLC

Asbury-Deland Imports LLC

Coggin Chevrolet L.L.C.

CSA Imports L.L.C.

KP Motors L.L.C.

HFP Motors L.L.C.

Asbury Automotive Mississippi L.L.C.

Crown GPG L.L.C.

Crown GBM L.L.C.

Crown GAU L.L.C.

Crown GKI L.L.C.

Crown GMI L.L.C.

Crown GDO L.L.C.

Crown GNI L.L.C.

Crown GHO L.L.C.

Crown GAC L.L.C.

Crown CHH L.L.C.

Crown CHV L.L.C.

Crown RIA L.L.C.

Crown RIB L.L.C.

Crown Motorcar Company L.L.C.

Crown GVO L.L.C.

Crown FFO L.L.C.

Asbury Automotive North Carolina L.L.C.

Asbury Automotive North Carolina Management L.L.C.

Asbury Automotive North Carolina Real Estate Holdings L.L.C.

Asbury Automotive North Carolina Dealership Holdings L.L.C.

Crown Raleigh L.L.C.

Crown Fordham L.L.C.

Camco Finance L.L.C.

Camco Finance II L.L.C.

Crown FFO Holdings L.L.C.

Crown FDO L.L.C.

Crown Acura/Nissan L.L.C.

I-2

Schedule I

Crown Battleground, LLC

Crown Dodge, LLC

Crown Honda, LLC

Crown Honda-Volvo, LLC

Crown Mitsubishi, LLC

Crown Royal Pontiac, LLC

RER Properties, LLC

RWIJ Properties, LLC

Thomason FRD LLC

Thomason HON LLC

Thomason NISS LLC

Thomason HUND LLC

Thomason MAZ LLC

Thomason ZUK LLC

Thomason DAM LLC

Asbury Automotive Oregon LLC

Asbury Automotive Oregon Management LLC

Thomason Auto Credit Northwest, Inc.

Thomason Outfitters L.L.C.

Thomason SUZU L.L.C.

Asbury Automotive St. Louis L.L.C.

Asbury St. Louis Cadillac L.L.C.

Asbury St. Louis Gen L.L.C.

Asbury Automotive Tampa GP L.L.C.

Asbury Automotive Tampa, L.P.

Asbury Tampa Management L.L.C.

Tampa Hund L.P.

Tampa KIA L.P.

Tampa Mit L.P.

Tampa Suzu L.P.

WMZ Motors L.P.

WMZ Brandon Motors L.P.

Asbury Automotive Brandon L.P.

Precision Enterprises Tampa, Inc.

Precision Nissan, Inc.

Precision Computer Services, Inc.

Precision Motorcars, Inc.

Precision Infiniti, Inc.

JC Dealer Systems L.L.C. (formerly “Dealer Profit Systems L.L.C.”)

McDavid Irving - PB&G LP

McDavid Austin-Acra, L.P.

McDavid Frisco-Hon, L.P.

McDavid Houston-Niss, L.P.

McDavid Houston-Hon, L.P.

I-3

Schedule I

McDavid Plano-Acra, L.P.

McDavid Grande, L.P.

McDavid Irving-Hon, L.P.

McDavid Outfitters, L.P.

Asbury Automotive Texas Real Estate Holdings L.P.

Plano Lincoln-Mercury, Inc

McDavid Irving-Zuk, LP

McDavid Auction, L.P.

Asbury Automotive Texas Holdings L.L.C.

Asbury Texas Management L.L.C.

Asbury Automotive Texas L.L.C.

Crown GCA L.L.C.

Crown GCH L.L.C.

Crown CHO L.L.C.

Asbury Automotive Fresno L.L.C.

Asbury Fresno Imports L.L.C.

Asbury MS Yazoo L.L.C.

Asbury Atlanta VL L.L.C.

Asbury Atlanta BM L.L.C.

Asbury Automotive Southern California L.L.C.

Crown SNI L.L.C.

Crown SJC L.L.C.

Asbury Arkansas Hund L.L.C.

BFP Motors L.L.C.

Asbury So Cal Hon L.L.C.

Asbury So Cal DC L.L.C.

Asbury Sacramento Imports L.L.C.

Asbury So Cal Niss L.L.C.

Asbury No Cal Niss L.L.C.

McDavid Houston-Kia, L.P.

Asbury MS Chev L.L.C.

Asbury Automotive South L.L.C.

Asbury Automotive Florida L.L.C.

Asbury Automotive West L.L.C.

Asbury AR Niss L.L.C.

Asbury Jax PB Chev L.L.C.

Asbury Jax K L.L.C.

Asbury Jax AC, L.L.C.

Asbury MS Wimber LLC

Tampa LM, LP

Thomason Pontiac-GMC LLC

Asbury Atlanta LEX, LLC

Asbury St. Louis Lex L.L.C.

Coggin Cars L.L.C.

Escude T L.L.C.

I-4

Schedule I

Prestige TOY L.L.C.

Thomason TY LLC

WTY Motors L.P.

I-5

Schedule II(a)

SCHEDULE OF GUARANTEEING SUBSIDIARIES

The following schedule lists each Guaranteeing Subsidiary becoming a Guarantor under the Indenture pursuant to the Supplemental Indenture to which this Schedule II(a) is attached:

Asbury Atlanta Inf L.L.C.

Asbury Atlanta Nis L.L.C.

Schedule II(b)

SCHEDULE OF NEW LLC GUARANTORS

McDavid Austin-Acra, L.L.C.

McDavid Frisco-Hon, L.L.C.

McDavid Houston-Niss, L.L.C.

McDavid Houston-Hon, L.L.C.

McDavid Plano-Acra, L.L.C.

McDavid Grande, L.L.C.

McDavid Irving-Hon, L.L.C.

McDavid Outfitters, L.L.C.

Asbury Automotive Texas Real Estate Holdings L.L.C.

II-1

Schedule III

SCHEDULE OF PREDECESSOR GUARANTORS

The following schedule lists each Predecessor Guarantor that has been merged with and into the Texas LLC Guarantors pursuant to the Mergers:

McDavid Austin-Acra, L.P.

McDavid Frisco-Hon, L.P.

McDavid Houston-Niss, L.P.

McDavid Houston-Hon, L.P.

McDavid Plano-Acra, L.P.

McDavid Grande, L.P.

McDavid Irving-Hon, L.P.

McDavid Outfitters, L.P.

Asbury Automotive Texas Real Estate Holdings L.P.

Asbury Automotive West, L.L.C.

Asbury Automotive Texas Holdings L.L.C.

Asbury Texas Management L.L.C.

III-1

Schedule IV

SCHEDULE OF THE TEXAS LP GUARANTORS

The following schedule lists each Texas LP Guarantor that is being released as a Guarantor pursuant to Section 11.06 of the Indenture:

McDavid Auction, L.P.

McDavid Houston-Kia, L.P.

McDavid Irving-PB&G, L.P.

McDavid Irving-Zuk, L.P.

IV-1

EX-4.10 4 dex410.htm FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture

Exhibit 4.10

WITNESSETH

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of March 16, 2007 (the “Indenture”), providing for the issuance of 3.00% Senior Subordinated Convertible Notes due 2012 (the “Notes”);

WHEREAS, pursuant to Section 11.05 of the Indenture, each of the Guarantors listed on Schedule IV hereto (the “Texas LP Guarantors”) is being released and relieved of its obligations under its Subsidiary Guarantee and this Supplemental Indenture hereby evidences the release of such Texas LP Guarantor from its obligations under its Subsidiary Guarantee; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

3. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees as follows:

(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

5. GUARANTEEING SUBSIDIARIES MAY CONSOLIDATE, ETC. ON CERTAIN TERMS. Except as set forth in Articles 4 and 5 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

6. RELEASES.

(c) Pursuant to Section 11.05 of the Indenture, each of the Texas LP Guarantors are hereby released and relieved of its obligations under its Subsidiary Guarantee and this Supplemental Indenture hereby evidences the release of such Texas LP Guarantor from its obligations under its Subsidiary Guarantee.

9. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

10. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

11. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

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


SIGNATURES

ASBURY AUTOMOTIVE GROUP, INC.

By:		/S/ LYNNE A. BURGESS
Name:		Lynne A. Burgess
Title:		Vice President, General Counsel & Secretary

EACH GUARANTOR LISTED ON SCHEDULE I HERETO

By:		/S/ LYNNE A. BURGESS
Name:		Lynne A. Burgess
Title:		Vice President and Assistant Secretary or Secretary of each Limited Liability Company or Corporation, or the General Partner of each Limited Partnership listed on the attached Schedule

EACH GUARANTEEING SUBSIDIARY LISTED ON SCHEDULE II(a) HERETO

By:		/S/ LYNNE A. BURGESS
Name:		Lynne A. Burgess
Title:		Vice President of each Limited Liability Company or the Sole Member of each Limited Liability Company listed on the attached Schedule

EACH NEW LLC GUARANTOR LISTED ON SCHEDULE II(b) HERETO

By:		/S/ LYNNE A. BURGESS
Name:		Lynne A. Burgess
Title:		Vice President of each Limited Liability Company or the Sole Member of each Limited Liability Company listed on the attached Schedule


THE BANK OF NEW YORK

By:		/S/ CARLOS R. LUCIANO
Name:		Carlos R. Luciano
Title:		Vice President

Schedule I

SCHEDULE OF GUARANTORS

The following schedule lists each Guarantor as of March 16, 2007, the date of the Indenture:

Asbury Automotive Financial Services, Inc.

Asbury Automotive Group Holdings, Inc.

Asbury Automotive Group L.L.C.

Asbury Automotive Management L.L.C.

Asbury Automotive South, L.L.C.

Asbury Automotive West, L.L.C.

Asbury Automotive Southern California L.L.C.

Asbury Arkansas Hund L.L.C.

Asbury AR Niss L.L.C.

Asbury Automotive Arkansas Dealership Holdings L.L.C.

Asbury Automotive Arkansas L.L.C.

Asbury MS Gray-Daniels L.L.C.

Asbury MS Metro L.L.C.

Escude-M L.L.C.

Escude-MO L.L.C.

Escude-NN L.L.C.

Escude-NS L.L.C.

Escude-T L.L.C.

NP FLM L.L.C.

NP MZD L.L.C.

NP VKW L.L.C.

Premier NSN L.L.C.

Premier Pon L.L.C.

Prestige Bay L.L.C.

Prestige Toy L.L.C.

Asbury Atlanta AC L.L.C.

Asbury Atlanta AU L.L.C.

Asbury Atlanta BM L.L.C.

Asbury Atlanta Chevrolet L.L.C.

Asbury Atlanta Hon L.L.C.

Asbury Atlanta Infiniti L.L.C.

Asbury Atlanta Jaguar L.L.C.

Asbury Atlanta Lex L.L.C.

Asbury Atlanta VL L.L.C.

Asbury Automotive Atlanta L.L.C.

Atlanta Real Estate Holdings L.L.C.

Spectrum Insurance Services L.L.C.

Asbury Automotive Fresno L.L.C.

Asbury Fresno Imports L.L.C.

AF Motors, L.L.C.

ALM Motors, L.L.C.

ANL, L.P.

Asbury Automotive Central Florida, L.L.C.

Asbury Automotive Deland, L.L.C.

Asbury Automotive Florida, L.L.C.

Asbury Automotive Jacksonville GP L.L.C.

I-1

Schedule I

Asbury Automotive Jacksonville, L.P.

Asbury Deland Imports 2, L.L.C.

Asbury Jax AC, L.L.C.

Asbury Jax Holdings, L.P.

Asbury Jax K, L.L.C.

Asbury Jax Management L.L.C.

Asbury Jax PB Chev, L.L.C.

Asbury-Deland Imports, L.L.C.

Avenues Motors, Ltd.

Bayway Financial Services, L.P.

BFP Motors L.L.C.

C&O Properties, Ltd.

CFP Motors, Ltd.

CH Motors, Ltd.

CHO Partnership, Ltd.

CK Chevrolet L.L.C.

CK Motors LLC

CN Motors, Ltd.

Coggin Automotive Corp.

Coggin Cars L.L.C.

Coggin Chevrolet L.L.C.

Coggin Management, L.P.

CP-GMC Motors, Ltd.

CSA Imports L.L.C.

HFP Motors L.L.C.

KP Motors L.L.C.

Asbury Automotive Mississippi, L.L.C.

Asbury MS Chev, L.L.C.

Asbury MS Wimber L.L.C.

Asbury MS Yazoo L.L.C.

Asbury No Cal Niss L.L.C.

Asbury Sacramento Imports L.L.C.

Asbury So Cal DC L.L.C.

Asbury So Cal Hon L.L.C.

Asbury So Cal Niss L.L.C.

Asbury Automotive North Carolina Dealership Holdings L.L.C.

Asbury Automotive North Carolina L.L.C.

Asbury Automotive North Carolina Management L.L.C.

Asbury Automotive North Carolina Real Estate Holdings L.L.C.

Camco Finance II L.L.C.

Camco Finance L.L.C.

Crown Acura/Nissan, LLC

Crown Battleground, LLC

Crown CHH L.L.C.

Crown CHO L.L.C.

Crown CHV L.L.C.

Crown Dodge, LLC

Crown FDO L.L.C.

Crown FFO Holdings L.L.C.

Crown FFO L.L.C.

Crown Fordham L.L.C.

I-2

Schedule I

Crown GAC L.L.C.

Crown GAU L.L.C.

Crown GBM L.L.C.

Crown GCA L.L.C.

Crown GCH L.L.C.

Crown GDO L.L.C.

Crown GHO L.L.C.

Crown GKI L.L.C.

Crown GMI L.L.C.

Crown GNI L.L.C.

Crown GPG L.L.C.

Crown GVO L.L.C.

Crown Honda, LLC

Crown Honda-Volvo, LLC

Crown Mitsubishi, LLC

Crown Motorcar Company L.L.C.

Crown Raleigh L.L.C.

Crown RIA L.L.C.

Crown RIB L.L.C.

Crown Royal Pontiac, LLC

Crown SJC L.L.C.

Crown SNI L.L.C.

RER Properties, LLC

RWIJ Properties, LLC

Asbury Automotive Oregon L.L.C.

Asbury Automotive Oregon Management L.L.C.

Thomason Frd L.L.C.

Thomason Auto Credit Northwest, Inc.

Thomason Dam L.L.C.

Thomason Hon L.L.C.

Thomason Hund L.L.C.

Thomason Maz L.L.C.

Thomason Niss L.L.C.

Thomason Outfitters L.L.C.

Thomason Pontiac-GMC L.L.C.

Thomason Suzu L.L.C.

Thomason TY L.L.C.

Thomason Zuk L.L.C.

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

Asbury St. Louis Lex L.L.C.

Asbury St. Louis Cadillac L.L.C.

Asbury St. Louis Gen L.L.C.

Asbury Automotive Brandon, L.P.

Asbury Automotive Tampa GP L.L.C.

Asbury Automotive Tampa, L.P.

Asbury Tampa Management L.L.C.

JC Dealer Systems LLC (formerly known as Dealer Profit Systems L.L.C.)

Precision Computer Services, Inc.

Precision Enterprises Tampa, Inc.

Precision Infiniti, Inc.

Precision Motorcars, Inc.

I-3

Schedule I

Precision Nissan, Inc.

Tampa Hund, L.P.

Tampa Kia, L.P.

Tampa LM, L.P.

Tampa Mit, L.P.

Tampa Suzu, L.P.

WMZ Brandon Motors, L.P.

WMZ Motors, L.P.

WTY Motors, L.P.

Asbury Automotive Texas Holdings L.L.C.

Asbury Automotive Texas L.L.C.

Asbury Automotive Texas Real Estate Holdings L.P.

Asbury Texas Management L.L.C.

McDavid Auction, L.P.

McDavid Austin-Acra, L.P.

McDavid Frisco-Hon, L.P.

McDavid Grande, L.P.

McDavid Houston-Hon, L.P.

McDavid Houston-Kia, L.P.

McDavid Houston-Niss, L.P.

McDavid Irving-Hon, L.P.

McDavid Irving-PB&G, L.P.

McDavid Irving-Zuk, L.P.

McDavid Outfitters, L.P.

McDavid Plano-Acra, L.P.

Plano Lincoln-Mercury, Inc.

I-4

Schedule II(a)

SCHEDULE OF GUARANTEEING SUBSIDIARIES

The following schedule lists each Guaranteeing Subsidiary becoming a Guarantor under the Indenture pursuant to the Supplemental Indenture to which this Schedule II(a) is attached:

Asbury Atlanta Inf L.L.C.

Asbury Atlanta Nis L.L.C.

Schedule II(b)

SCHEDULE OF NEW LLC GUARANTORS

McDavid Austin-Acra, L.L.C.

McDavid Frisco-Hon, L.L.C.

McDavid Houston-Niss, L.L.C.

McDavid Houston-Hon, L.L.C.

McDavid Plano-Acra, L.L.C.

McDavid Grande, L.L.C.

McDavid Irving-Hon, L.L.C.

McDavid Outfitters, L.L.C.

Asbury Automotive Texas Real Estate Holdings L.L.C.

II-1

Schedule III

SCHEDULE OF PREDECESSOR GUARANTORS

The following schedule lists each Predecessor Guarantor that has been merged with and into the Texas LLC Guarantors pursuant to the Mergers:

McDavid Austin-Acra, L.P.

McDavid Frisco-Hon, L.P.

McDavid Houston-Niss, L.P.

McDavid Houston-Hon, L.P.

McDavid Plano-Acra, L.P.

McDavid Grande, L.P.

McDavid Irving-Hon, L.P.

McDavid Outfitters, L.P.

Asbury Automotive Texas Real Estate Holdings L.P.

Asbury Automotive West, L.L.C.

Asbury Automotive Texas Holdings L.L.C.

Asbury Texas Management L.L.C.

III-1

Schedule IV

SCHEDULE OF THE TEXAS LP GUARANTORS

The following schedule lists each Texas LP Guarantor that is being released as a Guarantor pursuant to Section 11.05 of the Indenture:

McDavid Auction, L.P.

McDavid Houston-Kia, L.P.

McDavid Irving-PB&G, L.P.

McDavid Irving-Zuk, L.P.

IV-1

EX-5.1 5 dex51.htm OPINION OF CRAVATH, SWAINE & MOORE LLP Opinion of Cravath, Swaine & Moore LLP

Exhibit 5.1

[Letterhead of]

CRAVATH, SWAINE & MOORE LLP

[New York Office]

July 3, 2007

Asbury Automotive Group, Inc.

7.625% Senior Subordinated Notes due 2017

Form S-4 Registration Statement

Ladies and Gentlemen:

We have acted as counsel for Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and exchange of up to $150,000,000 principal amount of new 7.625% Senior Subordinated Notes due 2017 (the “New Notes”) for a like principal amount of outstanding 7.625% Senior Subordinated Notes due 2017, which have certain transfer restrictions (the “Original Notes”). The New Notes are to be issued pursuant to the Indenture dated as of March 26, 2007, among the Company, the subsidiary guarantors named therein (the “Original Subsidiary Guarantors”) and The Bank of New York, as trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of June 29, 2007, among the Company, the subsidiary guarantors listed on Schedules II(a) and II(b) thereto (together with the Original Subsidiary Guarantors, the “Subsidiary Guarantors”), and the Trustee (collectively, the “Indenture”).

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Indenture, (b) the specimens of the New Notes to be issued pursuant to the Indenture, (c) the form of the subordinated guarantee (the “Exchange Guarantee”) to be endorsed upon each New Note by each Subsidiary Guarantor pursuant to the terms of the

Indenture, (d) the Amended and Restated Certificate of Incorporation of the Company, dated as of March 18, 2002, (e) the Amended and Restated By-laws of the Company, dated as of April 13, 2004, and (f) resolutions adopted by the Board of Directors of the Company on February 22, 2007, and by the Pricing Committee of the Board of Directors of the Company on March 12, 2007.

Based on the foregoing, we are of opinion as follows:

1. The New Notes have been duly authorized and, when executed and authenticated pursuant to the Indenture and issued and delivered in exchange for the Original Notes, the New Notes will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by the Indenture, enforceable against the Company in accordance with their terms (subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law). In expressing the opinion set forth in this paragraph 1, we have assumed, with your consent, that the form of the New Notes will conform to that included in the Indenture.

2. Assuming the due authorization, execution and delivery of the respective Exchange Guarantees by each Subsidiary Guarantor, the Exchange Guarantees will constitute valid and legally binding obligations of the respective Subsidiary Guarantors, enforceable against the respective Subsidiary Guarantors in accordance with their terms (subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

3. Assuming the due authorization, execution and delivery of the Indenture by each Subsidiary Guarantor, the Indenture constitutes a valid and legally binding instrument, enforceable against each of the Company and the Subsidiary Guarantors in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

We express no opinion as to (i) the enforceability of the provisions of the Indenture, the New Notes or the Exchange Guarantees to the extent such provisions constitute a waiver of illegality as a defense to performance of contract obligations or any other defense to performance which cannot, as a matter of law, be effectively waived or (ii) whether a state court outside the State of New York or a Federal court of the United States would give effect to the choice of New York law as provided for in the Indenture, the New Notes or the Exchange Guarantees. We also

note that insofar as any provision in the Indenture, the New Notes or the Exchange Guarantees provides for indemnification for liability under securities laws, the enforceability thereof may be limited by public policy considerations.

We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York, the General Corporation Law of the State of Delaware and the Federal law of the United States of America. In particular, we do not purport to pass on any matter governed by the laws of Arkansas, California, Florida, Georgia, Mississippi, Missouri, North Carolina, Oregon or Texas.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the caption “Validity of the New Notes” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We are furnishing this opinion to you, solely for your benefit. This opinion may not be relied upon by any other person or for any other purpose or used, circulated, quoted or otherwise referred to for any other purpose.

Very truly yours,

/s/ CRAVATH, SWAINE & MOORE LLP

Asbury Automotive Group, Inc.

622 Third Avenue, 37th Floor

New York, NY 10017

EX-12.1 6 dex121.htm STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Statement of Computation of Ratio of Earnings to Fixed Charges

Exhibit 12.1

ASBURY AUTOMOTIVE GROUP, INC.

STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(in thousands, except ratios)


Ratio of earnings to fixed charges	For the Years Ended December 31,															For the Three Months Ended March 31,
	2006			2005			2004			2003			2002			2007			2006
EARNINGS COMPUTATION:
Income from continuing operations	$	67,154		$	58,233		$	49,136		$	44,431		$	32,767		$	2,409		$	13,690
Income tax expense		40,546			34,852			29,199			27,232			32,786			1,458			8,214
Fixed charges		103,663			85,322			71,478			63,398			58,988			27,679			24,195
Amortization of capitalized interest		293			253			199			110			58			74			73
Capitalized interest		(593	)		(810	)		(1,334	)		(785	)		(866	)		(27	)		(24	)

Earnings for purposes of computation	$	211,063		$	177,850		$	148,678		$	134,386		$	123,733		$	31,593		$	46,148


FIXED CHARGES COMPUTATION:
Other interest expense	$	42,714		$	39,279		$	37,473		$	34,599		$	33,455		$	11,397		$	10,540
Floor plan interest expense		40,166			27,336			18,600			14,336			13,355			10,981			8,727
Amortization deferred financing fees		2,359			2,192			1,579			5,333			4,548			627			573
Interest component of rent expense		17,831			15,705			12,492			8,345			6,764			4,647			4,331
Capitalized interest		593			810			1,334			785			866			27			24

Fixed charges for purposes of computation	$	103,663		$	85,322		$	71,478		$	63,398		$	58,988		$	27,679		$	24,195

RATIO OF EARNINGS TO FIXED CHARGES		2.04	x		2.08	x		2.08	x		2.12	x		2.10	x		1.14	x		1.91	x

EX-21.1 7 dex211.htm SUBSIDIARIES OF THE COMPANY Subsidiaries of the Company

Exhibit 21.1

Subsidiaries of Asbury Automotive Group, Inc.

As of June 29, 2007


Subsidiary	Jurisdiction	Foreign Qualification
AF Motors L.L.C.	DE	FL

ALM Motors L.L.C.	DE	FL

ANL L.P.	DE	FL

Asbury AR Niss L.L.C.	DE	AR

Asbury Arkansas Hund L.L.C.	DE	AR

Asbury Atlanta AC L.L.C.	DE	GA

Asbury Atlanta AU L.L.C.	DE	GA

Asbury Atlanta BM L.L.C.	DE	GA

Asbury Atlanta Chevrolet L.L.C.	DE	GA

Asbury Atlanta Hon L.L.C.	DE	GA

Asbury Atlanta Inf L.L.C.	DE	GA

Asbury Atlanta Infiniti L.L.C.	DE	GA

Asbury Atlanta Jaguar L.L.C.	DE	GA

Asbury Atlanta Lex L.L.C.	DE	GA

Asbury Atlanta Nis L.L.C.	DE	GA

Asbury Atlanta VL L.L.C.	DE	GA

Asbury Automotive Arkansas Dealership Holdings L.L.C.	DE	AR, MS

Asbury Automotive Arkansas L.L.C.	DE	AR, MS

Asbury Automotive Atlanta L.L.C.	DE	GA

Asbury Automotive Brandon, L.P.	DE	FL

Asbury Automotive Central Florida, L.L.C.	DE	FL

Asbury Automotive Deland, L.L.C.	DE	FL

Asbury Automotive Financial Services, Inc.	DE	CT

Asbury Automotive Florida, L.L.C.	DE

Asbury Automotive Fresno L.L.C.	DE	CA

Asbury Automotive Group Holdings, Inc.	DE	PA

Asbury Automotive Group L.L.C.	DE	CT, OR

Asbury Automotive Jacksonville GP L.L.C.	DE	FL

Asbury Automotive Jacksonville, L.P.	DE	FL

Asbury Automotive Management L.L.C.	DE	NY, PA

Asbury Automotive Mississippi L.L.C.	DE	MS

Asbury Automotive North Carolina Dealership Holdings L.L.C.	DE	NC

Asbury Automotive North Carolina L.L.C.	DE	NC

Asbury Automotive North Carolina Management L.L.C.	DE	NC

Asbury Automotive North Carolina Real Estate Holdings L.L.C.	DE	NC

Asbury Automotive Oregon L.L.C.	DE	OR

Asbury Automotive Oregon Management L.L.C.	DE	OR

Asbury Automotive South, L.L.C.	DE

Asbury Automotive Southern California L.L.C.	DE	CA

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

Asbury Automotive Tampa GP L.L.C.	DE	FL

Asbury Automotive Tampa, L.P.	DE	FL

Asbury Automotive Texas L.L.C.	DE	CT

Asbury Automotive Texas Real Estate Holdings L.L.C.	DE	TX

Asbury Deland Imports 2, L.L.C.	DE	FL

Asbury Fresno Imports L.L.C.	DE	CA

Asbury Jax AC L.L.C.	DE	FL

Asbury Jax Holdings, L.P.	DE	FL

Asbury Jax K, L.L.C.	DE	FL

Asbury Jax Management L.L.C.	DE	FL

Asbury Jax PB Chev, L.L.C.	DE

Asbury MS Chev, L.L.C.	DE	MS

Asbury MS Gray-Daniels L.L.C.	DE	MS

Asbury MS Metro L.L.C.	DE	MS

Asbury MS Wimber L.L.C.	DE	MS

Asbury MS Yazoo L.L.C.	DE	MS

Asbury No Cal Niss L.L.C.	DE	CA

Asbury Sacramento Imports L.L.C.	DE	CA

Asbury So Cal DC L.L.C.	DE	CA

Asbury So Cal Hon L.L.C.	DE	CA

Asbury So Cal Niss L.L.C.	DE	CA

Asbury St. Louis Cadillac L.L.C.	DE	MO

Asbury St. Louis Gen L.L.C.	DE	MO

Asbury St. Louis Lex L.L.C.	DE	MO

Asbury Tampa Management L.L.C.	DE	FL

Asbury-Deland Imports L.L.C.	DE	FL

Atlanta Real Estate Holdings L.L.C.	DE	GA

Avenues Motors, Ltd.	FL

Bayway Financial Services, L.P.	DE	FL

BFP Motors L.L.C.	DE	FL

C&O Properties, Ltd.	FL

Camco Finance II L.L.C.	DE	NC, SC

Camco Finance L.L.C.	DE	NC

CFP Motors, Ltd.	FL

CH Motors, Ltd.	FL

CHO Partnership, Ltd.	FL

CK Chevrolet LLC	DE	FL

CK Motors LLC	DE	FL

CN Motors, Ltd.	FL

Coggin Automotive Corp.	FL

Coggin Cars L.L.C.	DE	FL

Coggin Chevrolet L.L.C.	DE	FL

Coggin Management, L.P.	DE	FL

CP-GMC Motors, Ltd.	FL

Crown Acura/Nissan, LLC	NC

Crown Battleground, LLC	NC

Crown CHH L.L.C.	DE	NC

Crown CHO L.L.C.	DE	NC

Crown CHV L.L.C.	DE	NC

Crown Dodge, LLC	NC

Crown FDO L.L.C.	DE	NC

Crown FFO Holdings L.L.C.	DE	NC

Crown FFO L.L.C.	DE	NC

Crown Fordham L.L.C.	DE	NC

Crown GAC L.L.C.	DE	NC

Crown GAU L.L.C.	DE	NC

Crown GBM L.L.C.	DE	NC

Crown GCA L.L.C.	DE	NC

Crown GCH L.L.C.	DE	NC

Crown GDO L.L.C.	DE	NC

Crown GHO L.L.C.	DE	NC

Crown GKI L.L.C.	DE	NC

Crown GMI L.L.C.	DE	NC

Crown GNI L.L.C.	DE	NC

Crown GPG L.L.C.	DE	NC

Crown GVO L.L.C.	DE	NC

Crown Honda, LLC	NC

Crown Honda-Volvo, LLC	NC

Crown Mitsubishi, LLC	NC

Crown Motorcar Company L.L.C.	DE	VA

Crown Raleigh L.L.C.	DE	NC

Crown RIA L.L.C.	DE	VA

Crown RIB L.L.C.	DE	VA

Crown Royal Pontiac, LLC	NC

Crown SJC L.L.C.	DE	SC

Crown SNI L.L.C.	DE	SC

CSA Imports L.L.C.	DE	FL

JC Dealer Systems L.L.C.	DE	FL

Escude-M L.L.C.	DE	MS

Escude-MO L.L.C.	DE	MS

Escude-NN L.L.C.	DE	MS

Escude-NS L.L.C.	DE	MS

Escude-T L.L.C.	DE	MS

HFP Motors L.L.C.	DE	FL

KP Motors L.L.C.	DE	FL

McDavid Austin-Acra, L.L.C.	DE	TX

McDavid Frisco-Hon, L.L.C.	DE	TX

McDavid Grande, L.L.C.	DE	TX

McDavid Houston-Hon, L.L.C.	DE	TX

McDavid Houston-Niss, L.L.C.	DE	TX

McDavid Irving-Hon, L.L.C.	DE	TX

McDavid Outfitters, L.L.C.	DE	TX

McDavid Plano-Acra, L.L.C.	DE	TX

NP FLM L.L.C.	DE	AR

NP MZD L.L.C.	DE	AR

NP VKW L.L.C.	DE	AR

Plano Lincoln-Mercury, Inc.	DE	TX

Precision Computer Services, Inc.	FL

Precision Enterprises Tampa, Inc.	FL

Precision Infiniti, Inc.	FL

Precision Motorcars, Inc.	FL

Precision Nissan, Inc.	FL

Premier NSN L.L.C.	DE	AR

Premier Pon L.L.C.	DE	AR

Prestige Bay L.L.C.	DE	AR

Prestige Toy L.L.C.	DE	AR

RER Properties, LLC	NC

RWIJ Properties, LLC	NC

Spectrum Insurance Services L.L.C.	DE	GA

Tampa Hund, L.P.	DE	FL

Tampa Kia, L.P.	DE	FL

Tampa LM, L.P.	DE

Tampa Mit, L.P.	DE

Tampa Suzu, L.P.	DE

Thomason Auto Credit Northwest, Inc.	OR

Thomason Dam L.L.C.	DE	OR

Thomason Frd L.L.C.	DE	OR

Thomason Hon L.L.C.	DE	OR

Thomason Hund L.L.C.	DE	OR

Thomason Maz L.L.C.	DE	OR

Thomason Niss L.L.C.	DE	OR

Thomason Outfitters L.L.C.	DE	OR

Thomason Pontiac-GMC L.L.C.	DE	OR

Thomason Suzu L.L.C.	DE	OR

Thomason TY L.L.C.	DE	OR

Thomason Zuk L.L.C.	DE	OR

WMZ Brandon Motors, L.P.	DE

WMZ Motors, L.P.	DE

WTY Motors, L.P.	DE	FL

EX-23.2 8 dex232.htm CONSENT OF DELOITTE & TOUCHE LLP Consent of Deloitte & Touche LLP

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated March 8, 2007, relating to the financial statements of Asbury Automotive Group, Inc. and management’s report on the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K/A of Asbury Automotive Group, Inc. for the year ended December 31, 2006 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

New York, New York

July 3, 2007

EX-24.1 9 dex241.htm POWER OF ATTORNEY Power of Attorney

CONFORMED COPY

Exhibit 24.1

POWER OF ATTORNEY

BY THIS POWER OF ATTORNEY, the undersigned, in his or her capacity as director, manager, member or general partner, as applicable, of the entities listed on Schedule I hereto, or as a director, manager or member of any such general partner of any of the entities listed on Schedule I hereto, and in his or her capacity as president, vice president, secretary, assistant secretary, treasurer, assistant treasurer, principal executive officer, principal financial officer or controller or principal accounting officer, as applicable, of the entities listed on Schedule I hereto, hereby appoints Charles R. Oglesby, J. Gordon Smith and Lynne A. Burgess or any duly authorized designee of Asbury Automotive Group, Inc. (the “Company”), acting jointly or singly, to be his or her attorneys-in-fact (each, an “Attorney”) to do and execute any and all acts and things contemplated by the exchange offer of $150,000,000 aggregate principal amount of the Company’s 7.625% Senior Subordinated Notes due 2017 (the “Exchange Offer”), including, without limitation, to:

(i)

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

(ii)

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

(iii)

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

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

The entities listed on Schedule I hereto hereby undertake to ratify everything which the Attorney and any Substitute shall do or purport to do on behalf of such entity by virtue of these presents and will fully indemnify the Attorney and any Substitute against all losses, liabilities, costs, claims, actions, demands or expenses which he may incur or which may be made against him as a result of or in connection with anything lawfully done by virtue of these presents.

Capitalized terms used but not defined herein which are defined in the Exchange and Registration Rights Agreement dated as of March 26, 2007, among Asbury Automotive Group, Inc., the Subsidiary Guarantors named therein and Goldman, Sachs & Co. and Deutsche Bank Securities Inc. (the “Registration Rights Agreement”), shall have the meanings given to them in the Registration Rights Agreement.

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

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 20th day of June, 2007.

/s/ BRETT HUTCHINSON

Brett Hutchinson

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 19th day of June, 2007.

/s/ CHARLES R. OGLESBY

Charles R. Oglesby

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of June, 2007.

/s/ CHARLIE TOMM

Charlie Tomm

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 22nd day of June, 2007.

/S/ DENNIS E. CLEMENTS

Dennis E. Clements

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of June, 2007.

/s/ EUGENE S. KATZ

Eugene S. Katz

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 14th day of June, 2007.

/s/ GARY SCHULZ

Gary Schulz

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of June, 2007.

/s/ HENRY A. DAY

Henry A. Day

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 13th day of June, 2007.

/s/ HUNTER JOHNSON

Hunter Johnson

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 20th day of June, 2007.

/s/ J. GORDON SMITH

J. Gordon Smith

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 14th day of June, 2007.

/s/ J.L. DAGENHART

J.L. Dagenhart

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of June, 2007.

/s/ JANET M. CLARKE

Janet M. Clarke

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 25th day of June, 2007.

/S/ JAY TORDA

Jay Torda

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of June, 2007.

/s/ JEFFREY I. WOOLEY

Jeffrey I. Wooley

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of June, 2007.

/s/ JOHN C. STAMM

John C. Stamm

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of June, 2007.

/s/ JOHN M. ROTH

John M. Roth

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 15th day of June, 2007.

/s/ JOHN R. CAPPS

John R. Capps

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 14th day of June, 2007.

/s/ JOSEPH E. SHINE

Joseph E. Shine

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 20th day of June, 2007.

/s/ LYNNE A. BURGESS

Lynne A. Burgess

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 13th day of June, 2007.

/s/ MICHAEL J. DURHAM

Michael J. Durham

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 20th day of June, 2007.

/s/ MICHAEL S. KEARNEY

Michael S. Kearney

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 15th day of June, 2007.

/s/ NANCY D. NOBLE

Nancy D. Noble

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 20th day of June, 2007.

/s/ PHILIP F. MARTIZ

Philip F. Maritz

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 19th day of June, 2007.

/s/ ROBERT E. GRAY

Robert E. Gray

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of June, 2007.

/s/ THOMAS G. DELOACH, JR.

Thomas C. DeLoach, Jr.

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 21st day of June, 2007.

/S/ THOMAS G. MCCOLLUM

Thomas G. McCollum

IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 13th day of June, 2007.

/s/ VERNON E. JORDAN, JR.

Vernon E. Jordan, Jr.

SCHEDULE I

Asbury Automotive Group, Inc.

AF Motors L.L.C.

ALM Motors L.L.C.

ANL L.P.

Asbury AR Niss L.L.C.

Asbury Arkansas Hund L.L.C.

Asbury Atlanta AC L.L.C.

Asbury Atlanta AU L.L.C.

Asbury Atlanta BM L.L.C.

Asbury Atlanta Chevrolet L.L.C.

Asbury Atlanta Hon L.L.C.

Asbury Atlanta Inf L.L.C.

Asbury Atlanta Infiniti L.L.C.

Asbury Atlanta Jaguar L.L.C.

Asbury Atlanta Lex L.L.C.

Asbury Atlanta Nis L.L.C.

Asbury Atlanta VL L.L.C.

Asbury Automotive Arkansas Dealership Holdings L.L.C.

Asbury Automotive Arkansas L.L.C.

Asbury Automotive Atlanta L.L.C.

Asbury Automotive Brandon, L.P.

Asbury Automotive Central Florida, L.L.C.

Asbury Automotive Deland, L.L.C.

Asbury Automotive Financial Services, Inc.

Asbury Automotive Florida, L.L.C.

Asbury Automotive Fresno L.L.C.

Asbury Automotive Group Holdings, Inc.

Asbury Automotive Group L.L.C.

Asbury Automotive Jacksonville GP L.L.C.

Asbury Automotive Jacksonville, L.P.

Asbury Automotive Management L.L.C.

Asbury Automotive Mississippi L.L.C.

Asbury Automotive North Carolina Dealership Holdings L.L.C.

Asbury Automotive North Carolina L.L.C.

Asbury Automotive North Carolina Management L.L.C.

Asbury Automotive North Carolina Real Estate Holdings L.L.C.

Asbury Automotive Oregon L.L.C.

Asbury Automotive Oregon Management L.L.C.

Asbury Automotive South, L.L.C.

Asbury Automotive Southern California L.L.C.

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

Asbury Automotive Tampa GP L.L.C.

Asbury Automotive Tampa, L.P.

Asbury Automotive Texas L.L.C.

Asbury Automotive Texas Real Estate Holdings L.L.C.

Asbury Deland Imports 2, L.L.C.

Asbury Fresno Imports L.L.C.

Asbury Jax AC L.L.C.

Asbury Jax Holdings, L.P.

Asbury Jax K L.L.C.

Asbury Jax Management L.L.C.

Asbury Jax PB Chev L.L.C.

Asbury MS Chev, L.L.C.

Asbury MS Gray-Daniels L.L.C.

Asbury MS Metro L.L.C.

Asbury MS Wimber L.L.C.

Asbury MS Yazoo L.L.C.

Asbury No Cal Niss L.L.C.

Asbury Sacramento Imports L.L.C.

Asbury So Cal DC L.L.C.

Asbury So Cal Hon L.L.C.

Asbury So Cal Niss L.L.C.

Asbury St. Louis Cadillac L.L.C.

Asbury St. Louis Gen L.L.C.

Asbury St. Louis Lex L.L.C.

Asbury St. Louis LR L.L.C.

Asbury Tampa Management L.L.C.

Asbury-Deland Imports L.L.C.

Atlanta Real Estate Holdings L.L.C.

Avenues Motors, Ltd.

Bayway Financial Services, L.P.

BFP Motors L.L.C.

C&O Properties, Ltd.

Camco Finance II L.L.C.

Camco Finance L.L.C.

CFP Motors, Ltd.

CH Motors, Ltd.

CHO Partnership, Ltd.

CK Chevrolet LLC

CK Motors LLC

CN Motors, Ltd.

Coggin Automotive Corp.

Coggin Cars L.L.C.

Coggin Chevrolet L.L.C.

Coggin Management, L.P.

CP-GMC Motors, Ltd.

Crown Acura/Nissan, LLC

Crown Battleground, LLC

Crown CHH L.L.C.

Crown CHO L.L.C.

Crown CHV L.L.C.

Crown Dodge, LLC

Crown FDO L.L.C.

Crown FFO Holdings L.L.C.

Crown FFO L.L.C.

Crown Fordham L.L.C.

Crown GAC L.L.C.

Crown GAU L.L.C.

Crown GBM L.L.C.

Crown GCA L.L.C.

Crown GCH L.L.C.

Crown GDO L.L.C.

Crown GHO L.L.C.

Crown GKI L.L.C.

Crown GMI L.L.C.

Crown GNI L.L.C.

Crown GPG L.L.C.

Crown GVO L.L.C.

Crown Honda, LLC

Crown Honda-Volvo, LLC

Crown Mitsubishi, LLC

Crown Motorcar Company L.L.C.

Crown Raleigh L.L.C.

Crown RIA L.L.C.

Crown RIB L.L.C.

Crown Royal Pontiac, LLC

Crown SJC L.L.C.

Crown SNI L.L.C.

CSA Imports L.L.C.

JC Dealer Systems L.L.C.

Escude-M L.L.C.

Escude-MO L.L.C.

Escude-NN L.L.C.

Escude-NS L.L.C.

Escude-T L.L.C.

HFP Motors L.L.C.

KP Motors L.L.C.

McDavid Austin-Acra, L.L.C.

McDavid Frisco-Hon, L.L.C.

McDavid Grande, L.L.C.

McDavid Houston-Hon, L.L.C.

McDavid Houston-Niss, L.L.C.

McDavid Irving-Hon, L.L.C.

McDavid Outfitters, L.L.C.

McDavid Plano-Acra, L.L.C.

NP FLM L.L.C.

NP MZD L.L.C.

NP VKW L.L.C.

Plano Lincoln-Mercury, Inc.

Precision Computer Services, Inc.

Precision Enterprises Tampa, Inc.

Precision Infiniti, Inc.

Precision Motorcars, Inc.

Precision Nissan, Inc.

Premier NSN L.L.C.

Premier Pon L.L.C.

Prestige Bay L.L.C.

Prestige Toy L.L.C.

RER Properties, LLC

RWIJ Properties, LLC

Spectrum Insurance Services L.L.C.

Tampa Hund, L.P.

Tampa Kia, L.P.

Tampa LM, L.P.

Tampa Mit, L.P.

Tampa Suzu, L.P.

Thomason Auto Credit Northwest, Inc.

Thomason Dam L.L.C.

Thomason Frd L.L.C.

Thomason Hon L.L.C.

Thomason Hund L.L.C.

Thomason Maz L.L.C.

Thomason Niss L.L.C.

Thomason Outfitters L.L.C.

Thomason Pontiac-GMC L.L.C.

Thomason Suzu L.L.C.

Thomason TY L.L.C.

Thomason Zuk L.L.C.

WMZ Brandon Motors, L.P.

WMZ Motors, L.P.

WTY Motors L.P.

EX-25.1 10 dex251.htm STATEMENT OF ELIGIBILITY ON FORM T-1 Statement of Eligibility on Form T-1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) ¨

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)


New York		13-5160382
(State of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

One Wall Street, New York, N.Y.		10286
(Address of principal executive offices)		(Zip code)

Asbury Automotive Group, Inc.

(Exact name of obligor as specified in its charter)


Delaware		01-0609375
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

622 Third Avenue, 37^th Floor New York, New York		10017
(Address of principal executive offices)		(Zip code)


Exact Name of Registrant Guarantor as Specified in its Charter(1)	State of Incorporation or Organization	I.R.S. Employer Identification Number
AF Motors L.L.C.	Delaware	59-3604214
ALM Motors L.L.C.	Delaware	59-3604216
ANL L.P.	Delaware	59-3503188
Asbury AR Niss L.L.C.	Delaware	84-1666361
Asbury Arkansas Hund L.L.C.	Delaware	56-2411899
Asbury Atlanta AC L.L.C.	Delaware	58-2241119
Asbury Atlanta AU L.L.C.	Delaware	58-2241119
Asbury Atlanta BM L.L.C.	Delaware	58-2241119
Asbury Atlanta Chevrolet L.L.C.	Delaware	58-2241119
Asbury Atlanta Hon L.L.C.	Delaware	58-2241119
Asbury Atlanta Inf L.L.C.	Delaware	58-2241119
Asbury Atlanta Infiniti L.L.C.	Delaware	58-2241119
Asbury Atlanta Jaguar L.L.C.	Delaware	58-2241119
Asbury Atlanta Lex L.L.C.	Delaware	58-2241119
Asbury Atlanta Nis L.L.C.	Delaware	58-2241119
Asbury Atlanta VL L.L.C.	Delaware	58-2241119
Asbury Automotive Arkansas Dealership Holdings L.L.C.	Delaware	71-0817515
Asbury Automotive Arkansas L.L.C.	Delaware	71-0817514
Asbury Automotive Atlanta L.L.C.	Delaware	58-2241119
Asbury Automotive Brandon, L.P.	Delaware	59-3584655
Asbury Automotive Central Florida, L.L.C.	Delaware	59-3580818
Asbury Automotive Deland, L.L.C.	Delaware	59-3604210
Asbury Automotive Financial Services, Inc.	Delaware	75-3061039
Asbury Automotive Florida, L.L.C.	Delaware	37-1514249
Asbury Automotive Fresno L.L.C.	Delaware	03-0508496


Exact Name of Registrant Guarantor as Specified in its Charter(1)	State of Incorporation or Organization	I.R.S. Employer Identification Number
Asbury Automotive Group Holdings, Inc.	Delaware	04-3622391
Asbury Automotive Group L.L.C.	Delaware	52-2106837
Asbury Automotive Jacksonville GP L.L.C.	Delaware	59-3512660
Asbury Automotive Jacksonville, L.P.	Delaware	59-3512662
Asbury Automotive Management L.L.C.	Delaware	23-2790555
Asbury Automotive Mississippi L.L.C.	Delaware	64-0924573
Asbury Automotive North Carolina Dealership Holdings L.L.C.	Delaware	56-2106587
Asbury Automotive North Carolina L.L.C.	Delaware	52-2106838
Asbury Automotive North Carolina Management L.L.C.	Delaware	52-2106838
Asbury Automotive North Carolina Real Estate Holdings L.L.C.	Delaware	23-2983952
Asbury Automotive Oregon L.L.C.	Delaware	52-2106837
Asbury Automotive Oregon Management L.L.C.	Delaware	93-1255888
Asbury Automotive South, L.L.C.	Delaware	37-1514247
Asbury Automotive Southern California L.L.C.	Delaware	16-1676796
Asbury Automotive St. Louis, L.L.C.	Delaware	43-1767192
Asbury Automotive Tampa GP L.L.C.	Delaware	13-3990508
Asbury Automotive Tampa, L.P.	Delaware	13-3990509
Asbury Automotive Texas L.L.C.	Delaware	13-3997031
Asbury Automotive Texas Real Estate Holdings L.L.C.	Delaware	11-3816183
Asbury Deland Imports 2, L.L.C.	Delaware	59-3629420
Asbury Fresno Imports L.L.C.	Delaware	03-0508500
Asbury Jax AC, L.L.C.	Delaware	45-0551011
Asbury Jax Holdings, L.P.	Delaware	59-3516633


Exact Name of Registrant Guarantor as Specified in its Charter(1)	State of Incorporation or Organization	I.R.S. Employer Identification Number
Asbury Jax K, L.L.C.	Delaware	36-4572826
Asbury Jax Management L.L.C.	Delaware	59-3503187
Asbury Jax PB Chev, L.L.C.	Delaware	37-1504393
Asbury MS Chev, L.L.C.	Delaware	06-1749057
Asbury MS Gray-Daniels L.L.C.	Delaware	64-0939974
Asbury MS Metro L.L.C.	Delaware	91-2121547
Asbury MS Wimber L.L.C.	Delaware	06-1625607
Asbury MS Yazoo L.L.C.	Delaware	06-1698084
Asbury No Cal Niss L.L.C.	Delaware	05-0605055
Asbury Sacramento Imports L.L.C.	Delaware	33-1080505
Asbury So Cal DC L.L.C.	Delaware	33-1080498
Asbury So Cal Hon L.L.C.	Delaware	33-1080502
Asbury So Cal Niss L.L.C.	Delaware	59-3781893
Asbury St. Louis Cadillac L.L.C.	Delaware	43-1767192
Asbury St. Louis Gen L.L.C.	Delaware	43-1826171
Asbury St. Louis Lex L.L.C.	Delaware	43-1767192
Asbury Tampa Management L.L.C.	Delaware	59-2512657
Asbury-Deland Imports L.L.C.	Delaware	59-3604213
Atlanta Real Estate Holdings L.L.C.	Delaware	58-2241119
Avenues Motors, Ltd.	Florida	59-3381433
Bayway Financial Services, L.P.	Delaware	59-3503190
BFP Motors L.L.C.	Delaware	30-0217335
C&O Properties, Ltd.	Florida	59-2495022
Camco Finance II L.L.C.	Delaware	52-2106838
Camco Finance L.L.C.	Delaware	56-2110955
CFP Motors, Ltd.	Florida	65-0414571


Exact Name of Registrant Guarantor as Specified in its Charter(1)	State of Incorporation or Organization	I.R.S. Employer Identification Number
CH Motors, Ltd.	Florida	59-3185442
CHO Partnership, Ltd.	Florida	59-3041549
CK Chevrolet LLC	Delaware	59-3580820
CK Motors LLC	Delaware	59-3580825
CN Motors, Ltd.	Florida	59-3185448
Coggin Automotive Corp.	Florida	59-1285803
Coggin Cars L.L.C.	Delaware	59-3624906
Coggin Chevrolet L.L.C.	Delaware	59-3624905
Coggin Management, L.P.	Delaware	59-3503191
CP-GMC Motors, Ltd.	Florida	59-3185453
Crown Acura/Nissan, LLC	North Carolina	56-1975265
Crown Battleground, LLC	North Carolina	56-2036220
Crown CHH L.L.C.	Delaware	52-2106838
Crown CHO L.L.C.	Delaware	84-1617218
Crown CHV L.L.C.	Delaware	52-2106838
Crown Dodge, LLC	North Carolina	56-1975260
Crown FDO L.L.C.	Delaware	04-3623132
Crown FFO Holdings L.L.C.	Delaware	56-2182741
Crown FFO L.L.C.	Delaware	56-2165412
Crown Fordham L.L.C.	Delaware	52-2106838
Crown GAC L.L.C.	Delaware	52-2106838
Crown GAU L.L.C.	Delaware	52-2106838
Crown GBM L.L.C.	Delaware	52-2106838
Crown GCA L.L.C.	Delaware	14-1854150
Crown GCH L.L.C.	Delaware	74-3051217
Crown GDO L.L.C.	Delaware	52-2106838
Crown GHO L.L.C.	Delaware	52-2106838


Exact Name of Registrant Guarantor as Specified in its Charter(1)	State of Incorporation or Organization	I.R.S. Employer Identification Number
Crown GKI L.L.C.	Delaware	52-2106838
Crown GMI L.L.C.	Delaware	52-2106838
Crown GNI L.L.C.	Delaware	52-2106838
Crown GPG L.L.C.	Delaware	52-2106838
Crown GVO L.L.C.	Delaware	52-2106838
Crown Honda, LLC	North Carolina	56-1975264
Crown Honda-Volvo, LLC	North Carolina	56-1975263
Crown Mitsubishi, LLC	North Carolina	56-1975266
Crown Motorcar Company L.L.C.	Delaware	62-1860414
Crown Raleigh L.L.C.	Delaware	52-2106838
Crown RIA L.L.C.	Delaware	52-2106838
Crown RIB L.L.C.	Delaware	56-2125835
Crown Royal Pontiac, LLC	North Carolina	56-1975262
Crown SJC L.L.C.	Delaware	81-0630983
Crown SNI L.L.C.	Delaware	30-0199361
CSA Imports L.L.C.	Delaware	59-3631079
JC Dealer Systems L.L.C.	Delaware	58-2628641
Escude-M L.L.C.	Delaware	64-0922813
Escude-MO L.L.C.	Delaware	64-0924573
Escude-NN L.L.C.	Delaware	64-0922808
Escude-NS L.L.C.	Delaware	64-0922811
Escude-T L.L.C.	Delaware	64-0922812
HFP Motors L.L.C.	Delaware	06-1631102
KP Motors L.L.C.	Delaware	06-1629064
McDavid Austin-Acra, L.L.C.	Delaware	11-3816170
McDavid Frisco-Hon, L.L.C.	Delaware	11-3816176


Exact Name of Registrant Guarantor as Specified in its Charter(1)	State of Incorporation or Organization	I.R.S. Employer Identification Number
McDavid Grande, L.L.C.	Delaware	11-3816168
McDavid Houston-Hon, L.L.C.	Delaware	11-3816178
McDavid Houston-Niss, L.L.C.	Delaware	11-3816172
McDavid Irving-Hon, L.L.C.	Delaware	11-3816175
McDavid Outfitters, L.L.C.	Delaware	11-3816166
McDavid Plano-Acra, L.L.C.	Delaware	11-3816179
NP FLM L.L.C.	Delaware	71-0819724
NP MZD L.L.C.	Delaware	71-0819723
NP VKW L.L.C.	Delaware	71-0819721
Plano Lincoln-Mercury, Inc.	Delaware	75-2430953
Precision Computer Services, Inc.	Florida	59-2867725
Precision Enterprises Tampa, Inc.	Florida	59-2148481
Precision Infiniti, Inc.	Florida	59-2958651
Precision Motorcars, Inc.	Florida	59-1197700
Precision Nissan, Inc.	Florida	59-2734672
Premier NSN L.L.C.	Delaware	71-0819715
Premier Pon L.L.C.	Delaware	71-0819714
Prestige Bay L.L.C.	Delaware	71-0819719
Prestige Toy L.L.C.	Delaware	71-0819720
RER Properties, LLC	North Carolina	56-2091165
RWIJ Properties, LLC	North Carolina	56-2091158
Spectrum Insurance Services L.L.C.	Delaware	58-2241119
Tampa Hund, L.P.	Delaware	59-3512664
Tampa Kia, L.P.	Delaware	59-3512666


Exact Name of Registrant Guarantor as Specified in its Charter(1)	State of Incorporation or Organization	I.R.S. Employer Identification Number
Tampa LM, L.P.	Delaware	52-2124362
Tampa Mit, L.P.	Delaware	59-3512667
Tampa Suzu, L.P.	Delaware	59-3512668
Thomason Auto Credit Northwest, Inc.	Oregon	93-1119211
Thomason Dam L.L.C.	Delaware	93-1266231
Thomason Frd L.L.C.	Delaware	93-1254703
Thomason Hon L.L.C.	Delaware	93-1254717
Thomason Hund L.L.C.	Delaware	93-1254690
Thomason Maz L.L.C.	Delaware	93-1254723
Thomason Niss L.L.C.	Delaware	93-1254721
Thomason Outfitters L.L.C.	Delaware	68-0492340
Thomason Pontiac-GMC L.L.C.	Delaware	43-1976952
Thomason Suzu L.L.C.	Delaware	93-1256214
Thomason TY L.L.C.	Delaware	93-1254719
Thomason Zuk L.L.C.	Delaware	93-1254806
WMZ Brandon Motors, L.P.	Delaware	59-3512670
WMZ Motors, L.P.	Delaware	59-3512663
WTY Motors, L.P.	Delaware	59-3512669

(1) The address and phone number of each Registrant Guarantor is c/o Asbury

Automotive Group, Inc., 622 Third Avenue, 37th Floor, New York, New York 10017,

(212) 885-2500.

7.625% Senior Subordinated Notes due 2017

(Title of the indenture securities)

1.	General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Superintendent of Banks of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		Washington, D.C. 20429

New York Clearing House Association		New York, New York 10005

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 27th day of June, 2007.


THE BANK OF NEW YORK

By:		/S/ ROBERT A. MASSIMILLO
		Name: ROBERT A. MASSIMILLO
		Title: VICE PRESIDENT

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2007, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.


	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	1,859,000
Interest-bearing balances		12,315,000
Securities:
Held-to-maturity securities		1,572,000
Available-for-sale securities		20,948,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		491,000
Securities purchased under agreements to resell		153,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		31,479,000
LESS: Allowance for loan and lease losses		289,000
Loans and leases, net of unearned income and allowance		31,190,000
Trading assets		3,171,000
Premises and fixed assets (including capitalized leases)		844,000
Other real estate owned		2,000
Investments in unconsolidated subsidiaries and associated companies		340,000
Not applicable
Intangible assets:
Goodwill		2,714,000
Other intangible assets		966,000
Other assets		7,043,000


Total assets	$	83,608,000

LIABILITIES
Deposits:
In domestic offices	$	26,775,000
Noninterest-bearing		16,797,000
Interest-bearing		9,978,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		33,309,000
Noninterest-bearing		702,000
Interest-bearing		32,607,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		712,000
Securities sold under agreements to repurchase		129,000
Trading liabilities		2,321,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		3,621,000
Not applicable
Not applicable
Subordinated notes and debentures		2,255,000
Other liabilities		5,933,000

Total liabilities	$	75,055,000

Minority interest in consolidated subsidiaries	$	161,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		2,143,000
Retained earnings		5,430,000
Accumulated other comprehensive income		-316,000
Other equity capital components		0
Total equity capital		8,392,000

Total liabilities, minority interest, and equity capital	$	83,608,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi

Gerald L. Hassell

Catherine A. Rein

Directors

EX-99.1 11 dex991.htm FORM OF LETTER OF TRANSMITTAL Form of Letter of Transmittal

Exhibit 99.1

LETTER OF TRANSMITTAL

Asbury Automotive Group, Inc.

Offer to Exchange

Up to $150,000,000 Principal Amount Outstanding of

7.625% Senior Subordinated Notes due 2017 and the guarantees thereof

for

a Like Principal Amount of

7.625% Senior Subordinated Notes due 2017 and the guarantees thereof

which have been registered under the Securities Act of 1933

Pursuant to the Prospectus, dated , 2007

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON , 2007, UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

EXCHANGE AGENT:

The Bank of New York

By Registered or Certified Mail:

The Bank of New York

Corporate Trust Operations

Reorganization Unit

101 Barclay Street – Floor 7 East

New York, New York 10286

Attn: Carolle Montreuil

By Hand or Overnight Courier:

The Bank of New York

Corporate Trust Operations Reorganization Unit

101 Barclay Street – Floor 7 East

New York, New York 10286

Attn: Carolle Montreuil

By Facsimile:

The Bank of New York

(212) 298-1915

Attn: Carolle Montreuil

For information, call:

(212) 815-5920

Delivery of this instrument to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery.

The undersigned acknowledges that he or she has received the prospectus, dated , 2007 (the “Prospectus”), of Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), and this letter of transmittal (the “Letter”), which together constitute the Company’s offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $150,000,000 of registered 7.625% Senior Subordinated Notes due 2017 (the “New Notes”) of the Company and the guarantees thereof for an equal principal amount of the Company’s outstanding 7.625% Senior Subordinated Notes due 2017 (the “Original Notes”) and the guarantees thereof. Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus.

For each Original Note accepted for exchange, the holder of such Original Note will receive a New Note having a principal amount equal to that of the surrendered Original Note. The New Notes will bear interest at a rate of 7.625% per annum from the most recent date to which interest on the Original Notes has been paid or, if no interest has been paid, from March 26, 2007. Interest on the New Notes will be payable semiannually in arrears on March 15 and September 15 of each year. The New Notes will mature on March 15, 2017. The terms of the New Notes are substantially identical to the terms of the Original Notes, except that the New Notes have been registered under the Securities Act and are free of any obligation regarding registration.

In the event that, (i) the registration statement relating to the Exchange Offer (the “Exchange Offer Registration Statement”) is not declared effective by the Securities and Exchange Commission (the “Commission”) on or prior to the 180th day after the date of issuance of the Original Notes, (ii) if required in lieu of the Exchange Offer Registration Statement, a shelf registration statement (the “Shelf Registration Statement”) is not declared effective by the Commission on or prior to the 120th day after such obligation arises, (iii) if the Company is required to consummate the Exchange Offer, the Exchange Offer has not been consummated within 30 business days after such Exchange Offer Registration Statement has become effective, or (iv) if either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective but thereafter ceases to be effective or is withdrawn by the Company or the Guarantors during certain specified periods (each such event referred to in clauses (i) through (iv), a “Registration Default”), then additional interest with respect to the Securities (as defined in the Exchange and Registration Rights Agreement dated March 26, 2007, among the Company, the subsidiary guarantors listed on the signature pages thereto, and Goldman, Sachs & Co. and Deutsche Bank Securities Inc., as representatives of the initial purchasers of the Original Notes) will accrue with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to $.05 per week per $1,000 principal amount of such Securities and will increase by an additional $.05 per week per $1,000 principal amount of such Securities for each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $.50 per week per $1,000 principal amount of Securities for all Registration Defaults. Following the cure of all Registration Defaults, the accrual of additional interest will cease.

The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Company shall publicly announce any extension by making a timely release through an appropriate news agency.

This Letter is to be completed by a holder of Original Notes either if certificates are to be forwarded herewith or if tenders are to be made according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. Holders of Original Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender (a “Book-Entry Confirmation”) of their Original Notes into the account maintained by The Bank of New York at The Depository Trust Company (the “Book-Entry Transfer Facility”) and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Original Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.

List below the Original Notes to which this Letter relates. If the space provided below is inadequate, the numbers and principal amount at maturity of Original Notes should be listed on a separate signed schedule affixed hereto.


DESCRIPTION OF ORIGINAL NOTES
	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount of Original Notes Represented by Certificate	Principal Amount of Original Notes Tendered**





	Total
* Need not be completed if Original Notes are being tendered by book-entry transfer. ** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Original Notes represented by the Original Notes indicated in column 2. See Instruction 2. Original Notes tendered must be in an amount equal to $2,000 in principal amount and integral multiples of $1,000 in excess thereof. See Instruction 1.

¨	CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.

¨	CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution ______________________________________________________________

Account Number ____________________________ Transaction Code Number ______________________

¨	CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s) ____________________________________________________________

Window Ticket Number (if any) ____________________________________________________________

Date of Execution of Notice of Guaranteed Delivery ____________________________________________

Name of Institution which guaranteed delivery ________________________________________________

If Being Delivered by Book-Entry Transfer, Complete the Following:

Account Number ____________________________ Transaction Code Number ______________________

¨	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name: ________________________________________________________________________________

Address: _______________________________________________________________________________

________________________________________________________________________________

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of the Original Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Original Notes as are being tendered hereby.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Original Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that it is not an “affiliate”, as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), of the Company, that any New Notes to be received by it will be acquired in the ordinary course of business and that at the time of commencement of the Exchange Offer it had no arrangement with any person to participate in a distribution of the New Notes.

In addition, if the undersigned is a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of the New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned also acknowledges that this Exchange Offer is being made by the Company based upon the Company’s understanding of an interpretation by the staff of the Commission as set forth in no-action letters issued to third parties, that the New Notes issued in exchange for the Original Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (1) such holders are not affiliates of the Company within the meaning of Rule 405 under the Securities Act; (2) such New Notes are acquired in the ordinary course of such holders’ business; and (3) such holders are not engaged in, and do not intend to engage in, a distribution of such New Notes and have no arrangement or understanding with any person to participate in the distribution of such New Notes. However, the staff of the Commission has not considered this Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the Commission would make a similar determination with respect to the Exchange Offer as in other circumstances. If a holder of Original Notes is an affiliate of the Company, acquires the New Notes other than in the ordinary course of such holder’s business or is engaged in or intends to engage in a distribution of the New Notes or has any arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the Exchange Offer, such holder could not rely on the applicable interpretations of the staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer—Withdrawal of Tenders” section of the Prospectus.

Unless otherwise indicated in the box entitled “Special Issuance Instructions” below, please deliver the New Notes in the name of the undersigned or, in the case of a book-entry delivery of Original Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the New Notes to the undersigned at the address shown above in the box entitled “Description of Original Notes.”

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF ORIGINAL NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if certificates for Original Notes not exchanged and/or New Notes are to be issued in the name of and sent to someone other than the person(s) whose signature(s) appear(s) on this Letter above, or if Original Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue New Notes and/or Original Notes to:

Name(s):

(Please Type or Print)

Address:

(Including Zip Code)

(Complete accompanying Substitute Form W-9)

¨ Credit unexchanged Original Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(Book-Entry Transfer Facility

Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if certificates for Original Notes not exchanged and/or New Notes are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter above or to such person(s) at an address other than shown in the box entitled, “Description of Original Notes” on this Letter above.

Mail New Notes and/or Original Notes to:

Name(s):

(Please Type or Print)

Address:

(Including Zip Code)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR ORIGINAL NOTES) OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS)

(Complete accompanying Substitute Form W-9 on reverse side)

____________________________________ ________________________________________, 2007

(Signature(s) of Registered Owner(s)) (Date)

Area Code and Telephone Number: _______________________

If a holder is tendering any Original Notes, this Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Original Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s): __________________________________________________________________________________

Title: _____________________________________________________________________________________

(Please Type or Print)

Capacity: __________________________________________________________________________________

Address: __________________________________________________________________________________

(Including Zip Code)

SIGNATURE GUARANTEE

(if Required by Instruction 3)

Signature Guaranteed by an Eligible Institution: ___________________________________________________

(Authorized Signature)

__________________________________________________________________________________________

(Title)

__________________________________________________________________________________________

(Name and Firm)

Date: _________________________________, 2007

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer to Exchange

Up to $150,000,000 Principal Amount Outstanding of

7.625% Senior Subordinated Notes due 2017 and the guarantees thereof

for

a Like Principal Amount of

7.625% Senior Subordinated Notes due 2017 and the guarantees thereof

which have been registered under the Securities Act of 1933

1.	Delivery of this Letter and Original Notes; Guaranteed Delivery Procedures.

This Letter or, in lieu thereof, a message from the Book-Entry Transfer Facility stating that the holder has expressly acknowledged receipt of, and agrees to be bound by and held accountable by, this Letter (a “Book-Entry Acknowledgement”) is to be completed by or received with respect to holders of Original Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in “The Exchange Offer—Procedures for Tendering” section of the Prospectus. Certificates for all physically tendered Original Notes (or Book-Entry Confirmation), as well as a properly completed and duly executed letter of transmittal (or facsimile thereof) and any other documents required by this Letter (or, in lieu thereof, a Book-Entry Acknowledgement), must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Original Notes tendered hereby must be in an amount equal to $2,000 in principal amount and integral multiples of $1,000 in excess thereof.

Holders of Original Notes whose certificates for Original Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Original Notes pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed notice of guaranteed delivery (or facsimile thereof), substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Original Notes, the certificate number(s) of such Original Notes, if any, and the principal amount of Original Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the Expiration Date, (a) the certificate or certificates representing the Original Notes to be tendered, or a confirmation of book-entry transfer, as the case may be, and (b) the letter of transmittal (or facsimile thereof) and any other documents required by this Letter or, in lieu thereof, a Book-Entry Acknowledgement, will be deposited by the Eligible Institution (as defined below) with the Exchange Agent, and (iii) (a) certificate or certificates representing all tendered Original Notes, or a confirmation of book-entry transfer, as the case may be, and (b) the properly completed and duly executed letter of transmittal (or facsimile thereof) and all other documents required by this Letter or, in lieu thereof, a Book-Entry Confirmation, are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.

The method of delivery of this Letter, the Original Notes and all other required documents is at the election and risk of the tendering holders. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date. No letter of transmittal or Original Notes should be sent to the Company. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for such holders.

See “The Exchange Offer” section of the Prospectus.

2.	Partial Tenders (not applicable to holders of Original Notes who tender by book-entry transfer); Withdrawals.

If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Original Notes to be tendered in the box above entitled “Description of Original Notes—Principal Amount of Original Notes Tendered.” A newly reissued certificate for the Original Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All of the Original Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. To be effective with respect to the tender of Original Notes, a written or facsimile transmission notice of withdrawal must: (i) be received by the Exchange Agent prior to the Expiration Date; (ii) specify the name of the person who deposited the Original Notes to be withdrawn; (iii) identify the Original Notes to be withdrawn (including the certificate number(s), if any, and principal amount of such Original Notes); (iv) be signed by the depositor in the same manner as the original signature on this Letter by which such Original Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such Original Notes into the name of the person withdrawing the tender; and (v) specify the name in which any such Original Notes are to be registered, if different from that of the depositor. The Exchange Agent will return the properly withdrawn Original Notes promptly following receipt of notice of withdrawal. If Original Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Original Notes or otherwise comply with the Book-Entry Transfer Facility’s procedures. All questions as to the validity of notices of withdrawal, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

3.	Signatures on this Letter, Bond Powers and Endorsements; Guarantee of Signatures.

If this Letter is signed by the registered holder(s) of the Original Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without alteration, enlargement or any change whatsoever.

If any tendered Original Notes are owned of record by two or more joint owners, all such owners must sign this Letter.

If any tendered Original Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

When this Letter is signed by the registered holder(s) (which term, for the purposes described herein, shall include the Book-Entry Transfer Facility whose name appears on a security listing as the owner of the Original Notes) of the Original Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued to a person other than the registered holder(s), then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificates must be guaranteed by an Eligible Institution (as defined below).

If this Letter is signed by a person other than the registered holder(s) of any Original Notes specified therein, such certificate(s) must be endorsed by such registered holder(s) or accompanied by separate written instruments of transfer or endorsed in blank by such registered holder(s) in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as such registered holder’s or holders’ name(s) appear(s) on the Original Notes.

If the Letter or any certificates of Original Notes or separate written instruments of transfer or exchange are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or

others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter.

Signature on a Letter or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution unless the Original Notes tendered pursuant thereto are tendered (i) by a registered holder who has not completed the box entitled “Special Payment Instructions” or “Special Delivery Instructions” on the Letter or (ii) for the account of an Eligible Institution. In the event that signatures on a Letter or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantee must be by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Institution”).

4.	Special Issuance and Delivery Instructions.

Tendering holders of Original Notes should indicate in the applicable box the name and address to which New Notes issued pursuant to the Exchange Offer are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name and address of the person signing this Letter.

5.	Tax Identification Number.

An exchange of Original Notes for New Notes will not be treated as a taxable exchange or other taxable event for U.S. Federal income tax purposes. In particular, no backup withholding or information reporting is required in connection with such an exchange. However, U.S. Federal income tax law generally requires that payments of principal and interest on a note to a holder be subject to backup withholding unless such holder provides the payor with such holder’s correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9 below or otherwise establishes a basis for exemption. If such holder is an individual, the TIN is his or her social security number. If the payor is not provided with the current TIN or an adequate basis for an exemption, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, such holder may be subject to backup withholding in an amount that is currently 28% of all reportable payments of principal and interest.

Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for additional instructions.

To prevent backup withholding on reportable payments of principal and interest, each tendering holder of Original Notes must provide its correct TIN by completing the “Substitute Form W-9” set forth below, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to a backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the tendering holder of Original Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Company a completed Form W-8BEN Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, or other appropriate Form W-8. These forms may be obtained from the Exchange Agent or from the Internal Revenue Service’s website, www.irs.gov. If the Original Notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such holder should consult the W-9

Guidelines for instructions on applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write “applied for” in lieu of its TIN. Note: checking this box and writing “applied for” on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If a holder checks the box in Part 2 of the Substitute Form W-9 and writes “applied for” on that form, backup withholding at a rate currently of 28% will nevertheless apply to all reportable payments made by such holder. If such a holder furnishes its TIN to the Company within 60 calendar days, however, any amounts so withheld shall be refunded to such holder.

If backup withholding applies, the payor will withhold the appropriate percentage (currently 28%) from payments to the payee. Backup withholding is not an additional Federal income tax. Rather, the Federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

6.	Transfer Taxes.

Holders who tender their Original Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, New Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the exchange of Original Notes in connection with the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Original Notes specified in this Letter.

7.	Waiver of Conditions.

The Company reserves the right to waive satisfaction of any or all conditions enumerated in the Prospectus at any time and from time to time prior to the Expiration Date.

8.	No Conditional Tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Original Notes, by execution of this Letter or, in lieu thereof, a Book-Entry Acknowledgement, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.

None of the Company, the Exchange Agent or any other person is obligated to give notice of any defect or irregularity with respect to any tender of Original Notes nor shall any of them incur any liability for failure to give any such notice.

9.	Mutilated, Lost, Stolen or Destroyed Original Notes.

Any holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

10.

Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter, may be directed to the Exchange Agent, at the address and telephone number indicated above.

TO BE COMPLETED BY ALL TENDERING HOLDERS

(See Instruction 5)

PAYOR’S NAME: ASBURY AUTOMOTIVE GROUP, INC.


SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payor’s Request for Taxpayer Identification Number (“TIN”) and Certification Name: Address:	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	TIN: ______________________ Social Security Number or Employer Identification Number
	Part 2—TIN Applied For ¨
	CERTIFICATION — UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).
	Signature ______________________________ Date ______________

You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of under reporting of interest or dividends on your tax returns and you have not been notified by the IRS that you are no longer subject to backup withholding.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED

THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, a percentage of all reportable payments (currently 28%) made to me thereafter will be withheld until I provide a number.

Signature _________________________________________________________ Date __________________

EX-99.2 12 dex992.htm FORM OF NOTICE OF GUARANTEED DELIVERY Form of Notice of Guaranteed Delivery

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

FOR TENDER OF

7.625% SENIOR SUBORDINATED NOTES DUE 2017 AND THE GUARANTEES THEREOF

ASBURY AUTOMOTIVE GROUP, INC.

Pursuant to the Prospectus dated , 2007

This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to tender Original Notes (as defined below) pursuant to the Exchange Offer (as defined below) described in the prospectus dated , 2007 ( the “Prospectus”) of Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), if (i) certificates for the outstanding 7.625% Senior Subordinated Notes due 2017 of the Company (the “Original Notes”) are not immediately available, (ii) time will not permit the Original Notes, the letter of transmittal and all other required documents to be delivered to The Bank of New York (the “Exchange Agent”) prior to 5:00 p.m., New York City time, on , 2007 or such later date and time to which the Exchange Offer may be extended (such date and time, the “Expiration Date”), or (iii) the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be delivered by hand or sent by facsimile transmission or mail to the Exchange Agent, and must be received by the Exchange Agent prior to the Expiration Date. See “The Exchange Offer—Guranteed Delivery Procedures” in the Prospectus. Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK

By Registered or Certified Mail:

The Bank of New York

Corporate Trust Operations

Reorganization Unit

101 Barclay Street – Floor 7 East

New York, New York 10286

Attn: Carolle Montreuil

By Hand or Overnight Courier:

The Bank of New York

Corporate Trust Operations Reorganization Unit

101 Barclay Street – Floor 7 East

New York, New York 10286

Attn: Carolle Montreuil

By Facsimile:

The Bank of New York

(212) 298-1915

Attn: Carolle Montreuil

For information, call:

(212) 815-5920

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, WE RECOMMEND USE OF AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS NOTICE OF GUARANTEED DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a letter of transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the letter of transmittal.

Ladies and Gentlemen:

The undersigned acknowledges receipt of the Prospectus and the related letter of transmittal (the “Letter of Transmittal”) which describes the offer by the Company (the “Exchange Offer”) to exchange registered 7.625% Senior Subordinated Notes due 2017 of the Company (the “New Notes”) and the guarantees thereof for a like principal amount of Original Notes and the guarantees thereof. The undersigned further acknowledges that it may tender some or all of its Original Notes in connection with the Exchange Offer, but only in an amount equal to $2,000 principal amount or in integral multiples of $1,000 in excess thereof.

The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the aggregate principal amount of Original Notes indicated below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer—Guaranteed Delivery Procedures.”

The undersigned understands that no withdrawal of a tender of Original Notes may be made after the Expiration Date. The undersigned understands that for a withdrawal of a tender of Original Notes to be effective, a written notice of withdrawal that complies with the requirements of the Exchange Offer must be timely received by the Exchange Agent at one of its addresses specified on the cover of this Notice of Guaranteed Delivery prior to the Expiration Date.

The undersigned understands that the exchange of Original Notes for New Notes pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (1) such Original Notes (or confirmation of book-entry transfer of such Original Notes into the Exchange Agent’s account at The Depository Trust Company (“DTC”)) and (2) a Letter of Transmittal (or facsimile thereof) with respect to such Original Notes, properly completed and duly executed, with any required signature guarantees, and any other documents required by the Letter of Transmittal or, in lieu thereof, a message from DTC stating that the tendering holder has expressly acknowledged receipt of, and agrees to be bound by and held accountable under, the Letter of Transmittal.

All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding on the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

Name(s) of Registered Holder(s): _______________________________________________________________

(Please Print or Type)

Signature(s): ________________________________________________________________________________

Address(es): ________________________________________________________________________________

Area Code(s) and Telephone Number(s): _________________________________________________________

If Original Notes will be delivered by book-entry transfer at DTC, insert Depository Account Number: ________

Date: ______________________________________________________________________________________


Certificate Number(s)*				Principal Amount of Original Notes Tendered**

*	Need not be completed if the Original Notes being tendered are in book-entry form.

**	Must be an amount equal to $2,000 principal amount or in integral multiples of $1,000 in excess thereof.

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Original Notes exactly as its (their) name(s) appear(s) on certificates for Original Notes or on a security position listing as the owner of Original Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Name(s): ___________________________________________________________________________________

Title(s): ____________________________________________________________________________________

Signature(s): ________________________________________________________________________________

Address(es): ________________________________________________________________________________

DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ORIGINAL NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

GUARANTEE OF DELIVERY

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or a correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (1) represents that each holder of Original Notes on whose behalf this tender is being made “owns” the Original Notes covered hereby within the meaning of Rule 13d-3 under the Exchange Act, (2) represents that such tender of Original Notes complies with Rule 14e-4 of the Exchange Act and (3) guarantees that the undersigned will deliver to the Exchange Agent the certificates representing the Original Notes being tendered hereby for exchange pursuant to the Exchange Offer in proper form for transfer (or a confirmation of book-entry transfer of such Original Notes into the Exchange Agent’s account at the book-entry transfer facility of DTC) with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal, or in lieu of a Letter of Transmittal a message from DTC stating that the tendering holder has expressly acknowledged receipt of, and agrees to be bound by and held accountable under, the Letter of Transmittal, all within three New York Stock Exchange trading days after the Expiration Date.


Name of Firm: ________________________________		____________________________________________
		Authorized Signature

Address: _____________________________________		Name: _____________________________________
		(Please Print or Type)

_____________________________________________		Title: ______________________________________

Telephone Number: ____________________________		Date:_______________________________________

The institution that completes the Notice of Guaranteed Delivery (a) must deliver the same to the Exchange Agent at its address set forth above by hand, or transmit the same by facsimile or mail, prior to the Expiration Date, and (b) must deliver the certificates representing any Original Notes (or a confirmation of book-entry transfer of such Original Notes into the Exchange Agent’s account at DTC), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal or a message from DTC stating that the tendering holder has expressly acknowledged receipt of, and agrees to be bound by and held accountable under, the Letter of Transmittal in lieu thereof, to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such institution.

EX-99.3 13 dex993.htm FORM OF NOTICE OF WITHDRAWAL OF TENDER Form of Notice of Withdrawal of Tender

Exhibit 99.3

NOTICE OF WITHDRAWAL

OF TENDER OF ANY OR ALL OF THE

7.625% SENIOR SUBORDINATED NOTES DUE 2017 AND THE GUARANTEES THEREOF

ASBURY AUTOMOTIVE GROUP, INC.

Pursuant to the Prospectus dated , 2007

This notice of withdrawal, or one substantially equivalent to this form, must be used to withdraw tenders of any of the Original Notes (as defined below) pursuant to the Company’s (as defined below) offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $150,000,000 of registered 7.625% Senior Subordinated Notes due 2017 and the guarantees thereof for an equal principal amount of the Company’s outstanding 7.625% Senior Subordinated Notes due 2017 (the “Original Notes”) and the guarantees thereof, described in the prospectus dated , 2007 (as the same may be amended or supplemented from time to time, the “Prospectus”) of Asbury Automotive Group, Inc., a Delaware corporation (the “Company”). Except as otherwise provided in the Prospectus, holders of any of the Original Notes may withdraw their tenders of Original Notes at any time prior to 5:00 p.m., New York City time, on , 2007 or such later date and time to which the Exchange Offer may be extended (such date and time, the “Expiration Date”). To withdraw a tender, a holder must deliver this notice of withdrawal, or one substantially equivalent to this form, by hand or by facsimile transmission or mail to The Bank of New York (the “Exchange Agent”) prior to the Expiration Date. See “The Exchange Offer—Withdrawal of Tenders” in the Prospectus. Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus.

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK

By Registered or Certified Mail:

The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street – Floor 7 East
New York, New York 10286
Attn: Carolle Montreuil

By Hand or Overnight Courier:

The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street – Floor 7 East
New York, New York 10286
Attn: Carolle Montreuil

By Facsimile:

The Bank of New York
(212) 298-1915
Attn: Carolle Montreuil

For information, call: (212) 815-5920

DELIVERY OF THIS NOTICE OF WITHDRAWAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF WITHDRAWAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID WITHDRAWAL. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, WE RECOMMEND USE OF AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. YOU SHOULD READ THE SECTION OF THE PROSPECTUS ENTITLED “THE EXCHANGE OFFER—WITHDRAWAL OF TENDERS” AND THE INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS NOTICE OF WITHDRAWAL.

Ladies and Gentlemen:

The undersigned hereby withdrawals, upon the terms and subject to the conditions set forth in the Prospectus and the related letter of transmittal, the aggregate principal amount of Original Notes indicated below pursuant to the procedures for withdrawals set forth in the Prospectus under the caption “The Exchange Offer—Withdrawal of Tenders.”

The undersigned understands that no withdrawal of a tender of Original Notes may be made after the Expiration Date. The undersigned understands that for a withdrawal of a tender of Original Notes to be effective, a written notice of withdrawal that complies with the requirements of the Exchange Offer must be timely received by the Exchange Agent at its address specified on the cover of this notice of withdrawal prior to the Expiration Date.

Name of Person who Deposited

the Original Notes to be Withdrawn:

(Please Print or Type)

Name in which the Original Notes to be Withdrawn

are to be Registered, if Different from Depositor:

(Please Print or Type)

Signature(s):

Address(es):

Area Code(s) and Telephone Number(s):

If Original Notes were delivered by book-entry transfer

at DTC, insert Depository Account Number:

Date:

Total Principal Amount of

the Original Notes to be Withdrawn:

(must be an amount equal to $2,000 principal amount or integral multiples of $1,000 in excess thereof)


Certificate Number(s)*		Principal Amount of Original Notes Withdrawn**




* Need not be completed if the Original Notes being withdrawn are in book-entry form. ** Must be an amount equal to $2,000 principal amount or integral multiples of $1,000 in excess thereof.

This notice of withdrawal must be signed by the depositor(s) of Original Notes in the same manner as the original signature on the letter of transmittal by which such Original Notes were tendered, with any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such Original Notes into the name of the person withdrawing the tender. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

Name(s):

Title(s):

Signature(s):

Address(es):

EX-99.4 14 dex994.htm FORM OF LETTER TO BROKERS,DEALERS,COMMERCIAL BANKS,TRUST COMPANIES Form of Letter to Brokers,Dealers,Commercial Banks,Trust Companies

Exhibit 99.4

Asbury Automotive Group, Inc.

Offer to Exchange

Up to $150,000,000 Principal Amount Outstanding of

7.625% Senior Subordinated Notes due 2017 and the guarantees thereof

for

a Like Principal Amount of

7.625% Senior Subordinated Notes due 2017 and the guarantees thereof

which have been registered under the Securities Act of 1933

Pursuant to the Prospectus, dated , 2007

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), hereby offers to exchange (the “Exchange Offer”), upon and subject to the terms and conditions set forth in the Prospectus dated , 2007 (the “Prospectus”) and the enclosed letter of transmittal (the “Letter of Transmittal”), up to $150,000,000 aggregate principal amount of registered 7.625% Senior Subordinated Notes due 2017 of the Company, which will be freely transferable (the “New Notes”), and the guarantees thereof for any and all of the Company’s outstanding 7.625% Senior Subordinated Notes due 2017, which have certain transfer restrictions (the “Original Notes”), and the guarantees thereof. The Exchange Offer is intended to satisfy certain obligations of the Company contained in the Exchange and Registration Rights Agreement dated March 26, 2007, among the Company, the subsidiary guarantors listed on the signature pages thereto, and Goldman, Sachs & Co. and Deutsche Bank Securities Inc., as representatives of the initial purchasers of the Original Notes.

We are requesting that you contact your clients for whom you hold Original Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Original Notes registered in your name or in the name of your nominee, or who hold Original Notes registered in their own names, we are enclosing the following documents:

Prospectus dated , 2007;

The Letter of Transmittal for your use and for the information of your clients;

A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for Original Notes are not immediately available or time will not permit all required documents to reach The Bank of New York (the “Exchange Agent”) prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis;

A form of letter which may be sent to your clients for whose account you hold Original Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer;

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and

Return envelopes addressed to The Bank of New York, the Exchange Agent.

Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2007 (such date and time, the “Expiration Date”), unless extended by the Company. Any Original Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date.

To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal or a message from The Depository Trust Company stating that the tendering holder has expressly acknowledged receipt of, and agrees to be bound by and held accountable under, the Letter of Transmittal, must be sent to the Exchange Agent and certificates representing the Original Notes (or confirmation of book-entry transfer of such Original Notes into the Exchange Agent’s account at The Depository Trust Company) must be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

If holders of Original Notes wish to tender but it is impracticable for them to forward their certificates for Original Notes prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.”

Any inquiries you may have with respect to the Exchange Offer or requests for additional copies of the enclosed materials should be directed to the Exchange Agent at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

Asbury Automotive Group, Inc.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

EX-99.5 15 dex995.htm FORM OF LETTER TO CLIENTS Form of Letter to Clients

Exhibit 99.5

Asbury Automotive Group, Inc.

Offer to Exchange

Up to $150,000,000 Principal Amount Outstanding of

7.625% Senior Subordinated Notes due 2017 and the guarantees thereof

for

a Like Principal Amount of

7.625% Senior Subordinated Notes due 2017 and the guarantees thereof

which have been registered under the Securities Act of 1933

Pursuant to the Prospectus, dated , 2007

To Our Clients:

Enclosed for your consideration is a Prospectus dated , 2007 (the “Prospectus”) and the related letter of transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), to exchange up to $150,000,000 aggregate principal amount of registered 7.625% Senior Subordinated Notes due 2017 of the Company, which will be freely transferable (the “New Notes”), and the guarantees thereof for any and all of the Company’s outstanding 7.625% Senior Subordinated Notes due 2017, which have certain transfer restrictions (the “Original Notes”), and the guarantees thereof, upon the terms and subject to the conditions described in the Prospectus and the related Letter of Transmittal. The Exchange Offer is intended to satisfy certain obligations of the Company contained in the Exchange and Registration Rights Agreement dated March 26, 2007, among the Company, the subsidiary guarantors listed on the signature pages thereto, and Goldman, Sachs & Co. and Deutsche Bank Securities Inc., as representatives of the initial purchasers of the Original Notes.

This material is being forwarded to you as the beneficial owner of the Original Notes carried by us for your account but not registered in your name. A tender of such Original Notes may only be made by us as the holder of record and pursuant to your instructions, unless you obtain a properly completed bond power from us or arrange to have the Original Notes registered in your name.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Original Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Please forward your instructions to us as promptly as possible in order to permit us to tender the Original Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2007 (such date and time, the “Expiration Date”), unless extended by the Company. Any Original Notes tendered pursuant to the Exchange Offer may be withdrawn any time prior to the Expiration Date.

Your attention is directed to the following:

The Exchange Offer is for any and all Original Notes.

The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer—Conditions to the Exchange Offer.”

The Exchange Offer expires at 5:00 p.m., New York City time, on the Expiration Date, unless extended by the Company.

If you wish to have us tender your Original Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter.

The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Original Notes, unless you obtain a properly completed bond power from us or arrange to have the Original Notes registered in your name.

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of this letter and the enclosed materials referred to herein relating to the Exchange Offer made by the Company with respect to the Original Notes.

This will instruct you to tender the Original Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

Please tender the Original Notes held by you for the account of the undersigned as indicated below:


				Aggregate Principal Amount of Original Notes

7.625% Senior Subordinated Notes due 2017
				(must be an amount equal to $2,000 principal amount or integral multiples of $1,000 in excess thereof) ¨ Please do not tender any Original Notes held by you for the account of the undersigned.




				Signature(s)




				Please print name(s) here Dated: ___________________, 2007




				Address(es)

				Area Code(s) and Telephone Number(s)

				Tax Identification or Social Security No(s).

None of the Original Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Original Notes held by us for your account.

EX-99.6 16 dex996.htm FORM OF GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION Form of Guidelines for Certification of Taxpayer Identification

Exhibit 99.6

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payor. — A Social Security Number (SSN) has nine digits separated by two hyphens: i.e. 000-00-0000. An Employer Identification Number (EIN) has nine digits separated by only one hyphen, i.e. 00-0000000. The table below will help determine the number to give the payor.


	For this type of account:	Give the SOCIAL SECURITY number of —

1.	Individual	The individual

2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)

3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)

4.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)

	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)

5.	Sole proprietorship or single-owner LLC	The owner(3)


	For this type of account:	Give the EMPLOYER IDENTIFICATION number of —

6.	Sole proprietorship or single-owner LLC	The owner(3)

7.	A valid trust, estate, or pension trust	Legal Entity(4)

8.	Corporation or LLC electing corporate status on Form 8832	The corporation or LLC

9.	Association, club, religious, charitable, educational or other tax-exempt organization account	The organization

10.	Partnership or multi-member LLC	The partnership

11.	A broker or registered nominee	The broker or nominee

12.	Account with the Department of Agriculture in the name of a public entity (such as state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number should be furnished.

(2)	Circle the minor’s name and furnish the minor’s SSN.

(3)	You must show your individual name and you may also enter your business or “doing business as” name. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.

(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representatives or trustee unless the legal entity itself is not designated in the account title.)

NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4, Application for Employer Identification Number, or Form W-7, Application for Individual Taxpayer Identification Number at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. You can get IRS Forms from the IRS by calling 1-800-829-3676 or from the IRS’s internet website at www.irs.gov.

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

•

An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

•

The United States or any agency or instrumentalities thereof.

•

A state, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof.

•

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

•

An international organization or any agency, or instrumentality thereof.

Other payees that may be exempt from backup withholding include:

•

A corporation.

•

A financial institution.

•

A middleman known in the investment community as a nominee or custodian.

•

A registered dealer in securities or commodities registered in the United States, the District of Columbia, or a possession of the United States.

•

A futures commission merchant registered with the Commodity Futures Trading Commission.

•

A real estate investment trust.

•

A common trust fund operated by a bank under section 584(a).

•

A trust exempt from tax under section 664 or described in section 4947.

•

An entity registered at all times during the tax year under the Investment Company Act of 1940.

•

A foreign central bank of issue.

Payments of interest not generally subject to backup with-holding include the following:

•

Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payor’s trade or business and you have not provided your correct taxpayer identification number to the payor.

•

Payments otherwise subject to U.S. Federal income tax withholding.

Exempt payees described above should file a Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYOR. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH THE PAYOR A COMPLETED INTERNAL REVENUE SERVICE FORM W-8BEN (CERTIFICATE OF FOREIGN STATUS OF BENEFICIAL OWNER FOR UNITED STATES TAX WITHHOLDING) OR, IF APPLICABLE, FORM W-8ECI (CERTIFICATE OF FOREIGN PERSON’S CLAIM FOR EXEMPTION FROM WITHHOLDING ON INCOME EFFECTIVELY CONNECTED WITH THE CONDUCT OF A TRADE OR BUSINESS IN THE UNITED STATES).

Privacy Act Notice

Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payors who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold 28% (subject to further adjustment under applicable law) of taxable interest, dividends, and certain other payments, to a payee who does not furnish a taxpayer identification number to a payor. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil penalty for false information with respect to withholding. — If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal penalty for falsifying information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) Misuse of Taxpayer Identification Numbers. — If the payor discloses or uses taxpayer identification numbers in violation of federal law, the payor may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE.

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