ASBURY AUTOMOTIVE GROUP INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exhibit10firstamend.txt
<TEXT>
                               FIRST AMENDMENT TO
                                CREDIT AGREEMENT
                                   AND WAIVER


     This FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this "Amendment"),
effective as of March 1, 2006, is entered into by and among Asbury
Automotive Group, Inc. (the "Company"), each of the subsidiaries of the Company
listed on the signature pages hereof (the "Floor Plan Borrowers"), each of the
Lenders listed on the signature pages hereof (the "Lenders"), JPMorgan Chase
Bank, N.A., as Administrative Agent for the Lenders (the "Agent"), JPMorgan
Chase Bank, N.A., as Floor Plan Agent for the Lenders (the "Floor Plan Agent")
and Bank of America, N.A., as Syndication Agent.

                              PRELIMINARY STATEMENT

     WHEREAS, the Company, the Floor Plan Borrowers, the Lenders, the Agent, the
Floor Plan Agent and the Syndication Agent entered into that certain Revolving
Credit Agreement dated March 23, 2005 (as amended, the "Credit Agreement"),
under the terms of which such Lenders agreed to make available to the Company
(a) a revolving credit commitment not to exceed at any time $150,000,000.00 and
(b) a floor plan loan commitment not to exceed $650,000,000.00 (as reduced by
this Amendment); and

     WHEREAS, the Company and the Floor Plan Borrowers have requested the
Lenders, the Agent and the Floor Plan Agent to amend certain provisions of the
Credit Agreement; and

     WHEREAS, the Lenders, the Agent and the Floor Plan Agent have agreed to do
so to the extent reflected in this Amendment.

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration and the mutual benefits, covenants and agreements herein
expressed, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     1. Defined Terms. All capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Credit Agreement.

     2. Amendment to Section 1.1. Section 1.1 of the Credit Agreement is hereby
amended by restating the following definitions contained therein to read as
follows:

          "Floor Plan Swing Line Commitment" means, for the Swing Line Bank, its
     obligation to make Swing Line Loans to the Floor Plan Borrowers in (i) any
     amount requested by the Company (not to exceed the Total Floor Plan Loan
     Commitments) to finance Motor Vehicles prior to the end of the Transition
     Period, and, (ii) thereafter, in an amount not to exceed $50,000,000, as
     determined by the Swing Line Bank in its sole discretion, provided, the
     Swing Line Bank, in its sole discretion, (A) may waive said $50,000,000


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<PAGE>

     limit for a period of up to five (5) Business Days, and (B) for the purpose
     of funding intra-month advances of Floor Plan Swing Line Loans to finance
     Motor Vehicles acquired pursuant to a Permitted Acquisition, may waive said
     $50,000,000 limit for up to thirty (30) days; provided further, the Swing
     Line Bank shall provide the Agent and the Floor Plan Lenders notice of any
     increase in the Floor Plan Swing Line Commitment under either subsection
     (A) or (B) of this clause (ii) immediately when made; and provided further,
     subject to the provisions of Article IV, the Floor Plan Swing Line
     Commitment shall be a part of the Floor Plan Loan Commitment rather than a
     separate, independent commitment.

          "Maturity Date" means March 23, 2009, or the earlier termination of
     the Commitments under Section 5.5, Section 11.2, and Section 11.4 unless
     extended pursuant to Section 5.16.

          "Revolver Swing Line Commitment" means, for the Swing Line Bank, its
     obligation to make Swing Line Loans to the Company up to an amount equal to
     Ten Million and No/100 Dollars ($10,000,000.00).

          "Silo Borrowers" means those Subsidiaries engaged in the sale of New
     Motor Vehicles manufactured by: (i) Ford Motor Company (including Mazda);
     (ii) General Motors Corporation or any of their subsidiaries; or (iii)
     DaimlerChrysler Motors Company LLC or Mercedes Benz USA, LLC or any of
     their Affiliates or Subsidiaries.

     3. Reduction of Commitments. The Total Floor Plan Loan Commitments are
hereby reduced to $425,000,000, and the Total Revolving Credit Commitments are
hereby reduced to $125,000,000. The Total Commitment is, consequently, hereby
reduced to $550,000,000. Schedule 1.1(b) is hereby deleted in its entirety and
replaced with Schedule 1.1(b) attached to this Amendment to reflect such
reduction, and to reflect certain other changes to the Commitments and the
Lenders.

     4. Amendment to Section 2.3(b). Section 2.3(b) of the Credit Agreement is
amended and restated in its entirety as follows:

     "(b) (i) Drafts, if presented prior to 2:30 p.m., New York time, will be
paid by the end of the same Business Day, and, otherwise, by the end of the next
Business Day;

          (ii) requests for Floor Plan Borrowings, either in writing or by
means of the Dealer Access System, if presented prior to 2:30 p.m., New York
time, will be funded by the end of the same Business Day, and, otherwise, by the
end of the next Business Day."

     5. Amendment to Section 2.3(f). Section 2.3(f) of the Credit Agreement is
amended and restated in its entirety as follows:



                                       2
<PAGE>

          "(f) If at any time between Floor Plan Adjustment Dates, (i) the
     repayment of all of a Swing Line Loan attributable to Used Motor Vehicles
     would cause the outstanding balance of all Swing Line Loans attributable to
     Used Motor Vehicles outstanding under the Floor Plan Loan Commitments to be
     paid in full, then such payment shall be applied to outstanding Floor Plan
     Loans attributable to Used Motor Vehicles and shall be subject to Section
     5.10 or (ii) the repayment of all of a Swing Line Loan attributable to New
     Motor Vehicles would cause the outstanding balance of all Swing Line Loans
     attributable to New Motor Vehicles outstanding under the Floor Plan
     Commitments to be paid in full, then such payment shall be applied to the
     outstanding Floor Plan Loans attributable to New Motor Vehicles and shall
     be subject to Section 5.10."

     6. Amendment to Section 2.4. Section 2.4(a) and (d) are hereby amended as
follows:

          (i) Clauses (iii) and (iv) are deleted from Section 2.4(a), and

          (ii) Section 2.4(d) is restated in its entirety as follows:

          "(d) At or before 12:00 p.m. New York Time, on the fourth Business Day
     of each month, the Floor Plan Agent shall initiate automatic debits by ACH
     transfer from the accounts of the Floor Plan Borrowers in the amount of (i)
     the interest that has accrued on the Floor Plan Loans and Swing Line Loans
     under the Floor Plan Swing Line Commitment during the period between the
     last two Floor Plan Adjustment Dates and (ii) the amount of principal due
     pursuant to Section 2.5(a) in respect of Motor Vehicles for which
     Curtailment Dates have occurred during said period."

     7. Amendment to Section 2.5. Section 2.5(a) of the Credit Agreement is
amended to change the reference therein to "ten (10) days" to "ten (10) Business
Days".

     8. Amendment to Section 5.4. Notwithstanding anything to the contrary in
the Credit Agreement, the fees described in Section 5.4 of the Credit Agreement
shall be payable quarterly, within one (1) Business Day of notice by the Agent
or Floor Plan Agent invoicing the Company for such fees.

     9. Amendment to Section 5.5(a). Section 5.5(a) is hereby amended by
inserting the words "or in part" immediately following the words "in whole" on
the second line and by changing the reference to "twenty percent (20%)" in
Section 5.5(a) to "twenty-five percent (25%)", such that the Revolving Credit
Loan Commitment shall not exceed twenty-five percent (25%) of the Total
Commitment.



                                       3
<PAGE>

     10. Amendment to Section 5.18.

     (a) The reference to "twenty percent (20%)" in Section 5.18(a) is hereby
amended to read twenty-five percent"

     (b) The reference to "$900,000,000" in Section 5.18(f) is hereby amended to
read "$650,000,000."

     11. Amendment to Section 8.3(b). Section 8.3(b) of the Credit Agreement is
amended and restated in its entirety as follows:

          "(b) with respect to Borrowings under the Revolving Credit Loan
     Commitment, the Company shall provide an Availability Analysis to the
     Agent;"

     12. Amendment to Section 9.5(e). Section 9.5(e) is amended and restated in
its entirety as follows:

          "(e) Monthly Financial Statement and Manufacturer/Dealer Statements.
     Within 20 days after the end of each month, consolidating financial
     statements of the Company and its Subsidiaries prepared in accordance with
     GAAP, including an income statement and year to date income statement and
     balance sheet, and, within two (2) Business Days of the request of the
     Agent or Floor Plan Agent, copies of each Manufacturer/Dealer Statement of
     each Floor Plan Borrower;"

     13. Amendment to Exhibit 9.5(g). Exhibit 9.5(g) is hereby amended and
restated in its entirety in the form of Exhibit 9.5(g) attached hereto.

     14. Amendment to Section 9.6(b). Notwithstanding anything to the contrary
in the Credit Agreement, the written report of litigation described in Section
9.6(b) shall be provided by the Company only within thirty (30) days after the
end of each calendar quarter.

     15. Addition of Section 9.21. A new Section 9.21 is hereby added to the
Credit Agreement as follows:

          "Section 9.21 Dealer Relocations. Following the relocation of a Dealer
     Location, the Company will notify the Agent within sixty (60) days of such
     relocation; such notification will include a description of the new
     location."

     16. Amendment of Section 10.1(o). Section 10.1(o) is amended and restated
in its entirety as follows:

          "(o) Indebtedness of any Silo Borrower (which, for purposes of this
     Section 10.1(o), shall include any Silo Borrower that is both a Silo
     Borrower and a Floor Plan Borrower) consisting of floor plan financing for
     New Motor Vehicles provided by Ford Motor Credit Corporation, General


                                       4
<PAGE>

     Motors Acceptance Corporation ("GMAC") or DaimlerChrysler Financial
     Services Americas LLC ("DCFS") to such Subsidiary ("Permitted New Vehicle
     Floor Plan Indebtedness"), provided (i) such financing applies only to New
     Motor Vehicles sold to such Subsidiary by a Manufacturer affiliated with
     Ford Motor Credit Corporation, GMAC or DCFS and that have never been and
     are not subject to a security interest in favor of the Agent other than as
     contemplated in an intercreditor agreement as described below in this
     Section 10.1(o), (ii) such Indebtedness is secured solely by a Lien on said
     New Motor Vehicles and the proceeds thereof and such other collateral as
     agreed by Agent and the Required Lenders, and (iii) the Agent shall have
     executed with Ford Motor Credit Corporation, GMAC and DCFS an Intercreditor
     Agreement, reasonably satisfactory to the Agent, the Floor Plan Agent and
     the Required Lenders, setting forth the respective rights of each party in
     the assets of such Silo Borrower;

     17. Release of Dissolved Floor Plan Borrowers. The Company may designate in
writing to the Agent that a Floor Plan Borrower that was created for the purpose
of a Permitted Acquisition that was not completed shall cease to be a Floor Plan
Borrower or a Guarantor under the Loan Documents (a "Non-Borrower Subsidiary").
A Non-Borrower Subsidiary so designated by the Company shall be released from
any and all obligations under the Credit Agreement and the other Loan Documents
upon notice from the Agent within ten (10) days of satisfaction of the following
conditions: (i) delivery to the Agent of a certificate executed by an officer of
the Company certifying that (a) there are no Loans outstanding to such
Non-Borrower Subsidiary, (b) the aggregate value of all assets of such
Non-Borrower Subsidiary that are subject to any Security Document is less than
$1,000, (c) no Event of Default exists or will result from such Non-Borrower
Subsidiary ceasing to be a Floor Plan Borrower, and (d) the Company is in
compliance with Section 10.11 through Section 10.14 after giving effect to such
Non-Borrower Subsidiary ceasing to be a Floor Plan Borrower and (ii) delivery to
the Agent of a filed certificate of dissolution from the jurisdiction of
organization of the Non-Borrower Subsidiary.

     18. Waiver. The Lenders hereby waive compliance with the covenants
contained in Section 9.5(a) and Section 9.5(b) of the Credit Agreement, only to
the extent that the Company's Form 10-K for the fiscal year ended 2004 and its
Forms 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September
30, 2005 are being amended and restated in order to conform with Statement of
Financial Accounting Standards No. 95 "Statement of Cash Flows" ("SFAS No. 95")
and only to the extent required to avoid an Event of Default caused by
previously delivered financial statements failure to comply with SFAS No. 95.

     19. New Lender. By execution of this Amendment, DaimlerChrysler Financial
Services Americas LLC shall become a New Lender and shall be bound by and
entitled to the benefits of the Credit Agreement.

     20. Ratification. The Company and each of the Floor Plan Borrowers hereby
ratify all of its Obligations under the Credit Agreement and each of the Loan


                                       5
<PAGE>

Documents to which it is a party, and agrees and acknowledges that the Credit
Agreement and each of the Loan Documents to which it is a party are and shall
continue to be in full force and effect as amended and modified by this
Amendment. Nothing in this Amendment extinguishes, novates or releases any
right, claim, lien, security interest or entitlement of any of the Lenders, the
Agent or the Floor Plan Agent created by or contained in any of such documents
nor is the Company nor any Floor Plan Borrower released from any covenant,
warranty or obligation created by or contained herein or therein.

     21. Representations and Warranties. The Company and each of the Floor Plan
Borrowers hereby represents and warrants to the Administrative Agent and the
Lenders that (a) this Amendment has been duly executed and delivered on behalf
of the Company and each of the Floor Plan Borrowers, (b) this Amendment
constitutes a valid and legally binding agreement enforceable against the
Company and each of the Floor Plan Borrowers in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law, (c) the representations and warranties
contained in the Credit Agreement and the Loan Documents are true and correct on
and as of the date hereof in all material respects as though made as of the date
hereof, except as heretofore otherwise disclosed in writing to the Agent, (d) no
Default or Event of Default exists under the Credit Agreement or under any Loan
Document and (e) the execution, delivery and performance of this Amendment has
been duly authorized by the Company and each of the Floor Plan Borrowers.

     22. Conditions to Effectiveness. This Amendment shall be effective upon the
execution and delivery hereof by all parties to the Agent and receipt by the
Agent of the following in form satisfactory to the Agent:

     (a) this Amendment;

     (b) a certificate of an officer and of the secretary or an assistant
secretary of each of the Company, and each Floor Plan Borrower certifying, inter
alia, (i) copies of each of the articles or certificate of incorporation or
organization, as amended and in effect, of such Person, the bylaws or Operating
Agreement or regulations, as amended and in effect, of such Person (or a
statement that such documents have not changed) and the resolutions adopted by
the Board of Directors or Managers of such Person (A) authorizing the execution,
delivery and performance by such Person of the Loan Documents to which it is or
will be a party, and (B) approving the form of this Amendment and (ii) the
incumbency and specimen signatures of the officers of such Person executing any
documents on its behalf;

     (c) the payment to the Agent of all fees and expenses (including the fees
and disbursements of Andrews Kurth LLP) and all fees payable to the Lenders in
connection with this Amendment;

     (d) such other consents, approvals, opinions or documents as the Agent or
the Lenders may reasonably request.

     23. Lenders' Consent to Amend Security Agreements. By execution hereof, the
Lenders consent and approve the terms of the First Amendment to Security


                                       6
<PAGE>

Agreement (Non-Toyota Lexus) and the First Amendment to Security Agreement
(Toyota/Lexus), both in the forms attached hereto as Exhibit A and Exhibit B.

     24. Release and Indemnity. (a) The Company does hereby release and forever
discharge the Agent, Floor Plan Agent and each of the Lenders and each affiliate
thereof and each of their respective employees, officers, directors, trustees,
agents, attorneys, successors, assigns or other representatives from any and all
claims, demands, damages, actions, cross-actions, causes of action, costs and
expenses (including legal expenses), of any kind or nature whatsoever, whether
based on law or equity, which any of said parties has held or may now or in the
future own or hold, whether known or unknown, for or because of any matter or
thing done, omitted or suffered to be done on or before the actual date upon
which this Amendment is signed by any of such parties (a) arising directly or
indirectly out of the Loan Documents, or any other documents, instruments or any
other transactions relating thereto and/or (b) relating directly or indirectly
to all transactions by and between the Company, the Floor Plan Borrowers, or
their representatives and the Agent, the Floor Plan Agent and each Lender or any
of their respective directors, officers, agents, employees, attorneys or other
representatives. Such release, waiver, acquittal and discharge shall and does
include, without limitation, any claims of usury, fraud, duress,
misrepresentation, lender liability, control, exercise of remedies and all
similar items and claims, which may, or could be, asserted by the Company or any
Floor Plan Borrower.

     (b) The Company and each Floor Plan Borrower hereby ratifies the
indemnification provisions contained in the Loan Documents, including, without
limitation, Section 13.4 of the Credit Agreement, and agrees that this Amendment
and losses, claims, damages and expenses related thereto shall be covered by
such indemnities.

     25. Counterparts. This Amendment may be signed in any number of
counterparts, which may be delivered in original or facsimile form each of which
shall be construed as an original, but all of which together shall constitute
one and the same instrument.

     26. Governing Law. This Amendment, all Notes, the other Loan Documents and
all other documents executed in connection herewith shall be deemed to be
contracts and agreements under the laws of the State of New York and of the
United States of America and for all purposes shall be construed in accordance
with, and governed by, the laws of New York and of the United States.

     27. Final Agreement of the Parties. Any previous agreement among the
parties with respect to the subject matter hereof is superseded by the Credit
Agreement, as amended by this Amendment. Nothing in this Amendment, express or
implied is intended to confer upon any party other than the parties hereto any
rights, remedies, obligations or liabilities under or by reason of this
Amendment.

                                     * * *
                          Signatures on Separate Pages





                                       7


<PAGE>
                                                                      Exhibit A

                               FIRST AMENDMENT TO
                          SECURITY AND PLEDGE AGREEMENT
                               (Non-Toyota/Lexus)


     THIS FIRST AMENDMENT TO SECURITY AND PLEDGE AGREEMENT (this "Amendment"),
effective as of March 1, 2006, is entered into by and among ASBURY AUTOMOTIVE
GROUP, INC. (the "Company"), each of the subsidiaries of the Company listed on
the signature pages hereof (such subsidiaries, together with the Company, the
"Debtors") and JPMORGAN CHASE BANK, N.A., as Administrative Agent under the
Credit Agreement (as herein defined), not in its individual capacity, but solely
as agent for the Lenders and other Secured Parties (in such capacity, together
with its successors in such capacity, the "Administrative Agent").

                                    RECITALS

     WHEREAS, the Company, certain subsidiaries of the Company (the "Floor Plan
Borrowers"), the lenders party thereto (the "Lenders"), the Administrative
Agent, JPMorgan Chase Bank, N.A., as Floor Plan Agent (the "Floor Plan Agent")
and Bank of America, N.A., as Syndication Agent entered into that certain
Revolving Credit Agreement dated as of March 23, 2005 (as amended, modified and
supplemented from time to time, the "Credit Agreement"), pursuant to which the
Lenders agreed to make loans to and other extensions of credit on behalf of the
Debtors; and

     WHEREAS, the Debtors and the Administrative Agent entered into that certain
Security and Pledge Agreement dated as of even date with the Credit Agreement
(the "Security Agreement"); and

     WHEREAS, the Company, the Floor Plan Borrowers, the Lenders, the
Administrative Agent and the Floor Plan Agent are amending certain provisions of
the Credit Agreement pursuant to that certain First Amendment to Credit
Agreement and Waiver dated as of even date herewith (the "First Amendment to
Credit Agreement"); and

     WHEREAS, the Debtors have requested the Administrative Agent to amend the
definition of General Intangibles as set forth in the Security Agreement; and

     WHEREAS, the Administrative Agent has agreed to amend the Security
Agreement to the extent reflected in this Amendment.

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration and the mutual benefits, covenants and agreements herein
expressed, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     1. Defined Terms. All capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Security Agreement.


<PAGE>

     2. Amendment to Section 1.01. Section 1.01 of the Security Agreement is
hereby amended by restating the definition of General Intangibles contained
therein to read as follows:

          "General Intangibles" means all "general intangibles" (as defined in
     the UCC) now owned or hereafter acquired by any Debtors, including (i) all
     obligations or indebtedness owing to any Debtor (other than Accounts) from
     whatever source arising, (ii) all Intellectual Property and goodwill, (iii)
     all rights or claims in respect of refunds for taxes paid, (iv) all payment
     intangibles and (v) to the extent permitted by applicable law, all rights
     in respect of any pension plan or similar arrangement maintained for
     employees of any Debtor but specifically excluding any investment
     contracts, life insurance policies and/or securities accounts that are
     maintained by the Company for the investment of funds in connection with
     employee deferred compensation plans."

     3. Ratification. Each Debtor hereby ratifies all of its Secured Obligations
under the Security Agreement and agrees and acknowledges that the Security
Agreement is and shall continue to be in full force and effect as amended and
modified by this Amendment. Nothing in this Amendment extinguishes, novates or
releases any right, claim, lien, security interest or entitlement of any of the
Lenders, the Secured Parties or the Administrative Agent created by or contained
in the Security Agreement nor is any Debtor released from any covenant, warranty
or obligation created by or contained therein.

     4. Representations and Warranties. Each Debtor hereby represents and
warrants to the Administrative Agent, the Lenders and the Secured Parties that
(i) this Amendment has been duly executed and delivered on behalf of such
Debtor, subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law, (ii) this Amendment constitutes a valid and
legally binding agreement enforceable against each Debtor in accorded with its
terms, (iii) the representations and warranties contained in the Security
Agreement are true and correct on and as of the date hereof in all material
respects as though made as of the date hereof, except as heretofore otherwise
disclosed in writing to the Administrative Agent, (iv) no Default or Event of
Default exists under the Security Agreement and (v) the execution, delivery and
performance of this Amendment has been duly authorized by each of the Debtors.

     5. Conditions to Effectiveness. This Amendment shall be effective upon the
execution and delivery hereof by all parties to the Administrative Agent and
receipt by the Administrative Agent of the following in form and substance
satisfactory to the Administrative Agent:

     (a) this Amendment and the First Amendment to Credit Agreement, executed by
all parties thereto;

     (b) a certificate of an officer and of the secretary or an assistant
secretary of each of the Debtors certifying, inter alia, (i) copies of each of

<PAGE>

the articles or certificate of incorporation or organization, as amended and in
effect, of such Debtor, the bylaws or operating agreement or regulations, as
amended and in effect, of such Debtor (or a statement that such documents have
not changed) and the resolutions adopted by the board of directors or managers
or members of such Debtor (A) approving the form of this Amendment and (B)
authorizing the execution, delivery and performance by such Debtor of this
Amendment and (ii) the incumbency and specimen signatures of the officers of
such Debtor executing any documents on its behalf;

     (c) the payment to the Administrative Agent of all fees and expenses
(including the fees and disbursements of Andrews Kurth LLP) and all fees payable
to the Lenders in connection with this Amendment;

     (d) such other consents, approvals, opinions or documents as the
Administrative Agent may reasonably request.

     6. Release and Indemnity.

     (a) Each of the Debtors hereby releases and forever discharges the
Administrative Agent and each of the Lenders and Secured Parties and each
affiliate thereof and each of their respective employees, officers, directors,
trustees, agents, attorneys, successors, assigns or other representatives from
any and all claims, demands, actions, cross-actions, causes of action, costs and
expenses (including legal expenses), of any kind or nature whatsoever, whether
based in law or equity, which any of said parties has held or may now or in the
future own or hold, whether known or unknown, for or because of any matter or
thing done, omitted or suffered to be done on or before the actual date upon
which this Amendment is signed by any of such parties (i) arising directly or
indirectly out of the Loan Documents, or any other documents, instruments or any
other transactions relating thereto and/or (ii) relating directly or indirectly
to all transactions by and between the Debtors or their representatives and the
Administrative Agent, the Lenders and the Secured Parties or any of their
respective directors, officers, agents, employees, attorneys or other
representatives. Such release, waiver, acquittal and discharge shall and does
include, without limitation, any claims of usury, fraud, duress,
misrepresentation, lender liability, control, exercise of remedies and all
similar items and claims which may, or could be, asserted by any of the Debtors.

     (b) Each of the Debtors hereby ratifies the indemnification provisions
contained in the Loan Documents, including, without limitation, Section 13.4 of
the Credit Agreement, and agrees that this Amendment and any losses, claims,
damages and expenses related thereto shall be covered by such indemnities.

     7. Counterparts. This Amendment may be signed in any number of
counterparts, which may be delivered in original or facsimile form, each of
which shall be construed as an original, but all of which shall constitute one
and the same instrument.

     8. Governing Law. This Amendment, all Notes, the other Loan Documents and
all other documents executed in connection herewith shall be deemed to be
contracts and agreements under the laws of the State of New York and of the
United States of America and for all purposes shall be construed in accordance
with, and governed by, the law of New York and of the United States.


<PAGE>

     9. Final Agreement of the Parties. Any previous agreement among the parties
with respect to the subject matter hereof is superseded by the Security
Agreement, as amended by this Amendment. Nothing in this Amendment, express or
implied, is intended to confer upon any party other than the parties hereto any
rights, remedies, obligations or liabilities under or by reason of this
Amendment.

   [Remainder of page intentionally left blank; signatures on separate pages]



<PAGE>
                                                                     Exhibit B

                               FIRST AMENDMENT TO
                          SECURITY AND PLEDGE AGREEMENT
                                 (Toyota/Lexus)


     THIS FIRST AMENDMENT TO SECURITY AND PLEDGE AGREEMENT (this "Amendment"),
effective as of March 1, 2006, is entered into by and among ASBURY AUTOMOTIVE
GROUP, INC. (the "Company"), each of the subsidiaries of the Company listed on
the signature pages hereof (such subsidiaries, together with the Company, the
"Debtors") and JPMORGAN CHASE BANK, N.A., as Administrative Agent under the
Credit Agreement (as herein defined), not in its individual capacity, but solely
as agent for the Lenders and other Secured Parties (in such capacity, together
with its successors in such capacity, the "Administrative Agent").

                                    RECITALS

     WHEREAS, the Company, certain subsidiaries of the Company (the "Floor Plan
Borrowers"), the lenders party thereto (the "Lenders"), the Administrative
Agent, JPMorgan Chase Bank, N.A., as Floor Plan Agent (the "Floor Plan Agent")
and Bank of America, N.A., as Syndication Agent entered into that certain
Revolving Credit Agreement dated as of March 23, 2005 (as amended, modified and
supplemented from time to time, the "Credit Agreement"), pursuant to which the
Lenders agreed to make loans to and other extensions of credit on behalf of the
Debtors; and

     WHEREAS, the Debtors and the Administrative Agent entered into that certain
Security and Pledge Agreement dated as of even date with the Credit Agreement
(the "Security Agreement"); and

     WHEREAS, the Company, the Floor Plan Borrowers, the Lenders, the
Administrative Agent and the Floor Plan Agent are amending certain provisions of
the Credit Agreement pursuant to that certain First Amendment to Credit
Agreement and Waiver dated as of even date herewith (the "First Amendment to
Credit Agreement"); and

     WHEREAS, the Debtors have requested the Administrative Agent to amend the
definition of General Intangibles as set forth in the Security Agreement; and

     WHEREAS, the Administrative Agent has agreed to amend the Security
Agreement to the extent reflected in this Amendment.

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration and the mutual benefits, covenants and agreements herein
expressed, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     1. Defined Terms. All capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Security Agreement.


<PAGE>

     2. Amendment to Section 1.01. Section 1.01 of the Security Agreement is
hereby amended by restating the definition of General Intangibles contained
therein to read as follows:

          "General Intangibles" means all "general intangibles" (as defined in
     the UCC) now owned or hereafter acquired by any Debtors, including (i) all
     obligations or indebtedness owing to any Debtor (other than Accounts) from
     whatever source arising, (ii) all Intellectual Property and goodwill, (iii)
     all rights or claims in respect of refunds for taxes paid, (iv) all payment
     intangibles and (v) to the extent permitted by applicable law, all rights
     in respect of any pension plan or similar arrangement maintained for
     employees of any Debtor but specifically excluding any investment
     contracts, life insurance policies and/or securities accounts that are
     maintained by the Company for the investment of funds in connection with
     employee deferred compensation plans."

     3. Ratification. Each Debtor hereby ratifies all of its Secured Obligations
under the Security Agreement and agrees and acknowledges that the Security
Agreement is and shall continue to be in full force and effect as amended and
modified by this Amendment. Nothing in this Amendment extinguishes, novates or
releases any right, claim, lien, security interest or entitlement of any of the
Lenders, the Secured Parties or the Administrative Agent created by or contained
in the Security Agreement nor is any Debtor released from any covenant, warranty
or obligation created by or contained therein.

     4. Representations and Warranties. Each Debtor hereby represents and
warrants to the Administrative Agent, the Lenders and the Secured Parties that
(i) this Amendment has been duly executed and delivered on behalf of such
Debtor, subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law, (ii) this Amendment constitutes a valid and
legally binding agreement enforceable against each Debtor in accorded with its
terms, (iii) the representations and warranties contained in the Security
Agreement are true and correct on and as of the date hereof in all material
respects as though made as of the date hereof, except as heretofore otherwise
disclosed in writing to the Administrative Agent, (iv) no Default or Event of
Default exists under the Security Agreement and (v) the execution, delivery and
performance of this Amendment has been duly authorized by each of the Debtors.

     5. Conditions to Effectiveness. This Amendment shall be effective upon the
execution and delivery hereof by all parties to the Administrative Agent and
receipt by the Administrative Agent of the following in form and substance
satisfactory to the Administrative Agent:

     (a) this Amendment and the First Amendment to Credit Agreement, executed by
all parties thereto;

     (b) a certificate of an officer and of the secretary or an assistant
secretary of each of the Debtors certifying, inter alia, (i) copies of each of

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the articles or certificate of incorporation or organization, as amended and in
effect, of such Debtor, the bylaws or operating agreement or regulations, as
amended and in effect, of such Debtor (or a statement that such documents have
not changed) and the resolutions adopted by the board of directors or managers
or members of such Debtor (A) approving the form of this Amendment and (B)
authorizing the execution, delivery and performance by such Debtor of this
Amendment and (ii) the incumbency and specimen signatures of the officers of
such Debtor executing any documents on its behalf;

     (c) the payment to the Administrative Agent of all fees and expenses
(including the fees and disbursements of Andrews Kurth LLP) and all fees payable
to the Lenders in connection with this Amendment;

     (d) such other consents, approvals, opinions or documents as the
Administrative Agent may reasonably request.

     6. Release and Indemnity.

     (a) Each of the Debtors hereby releases and forever discharges the
Administrative Agent and each of the Lenders and Secured Parties and each
affiliate thereof and each of their respective employees, officers, directors,
trustees, agents, attorneys, successors, assigns or other representatives from
any and all claims, demands, actions, cross-actions, causes of action, costs and
expenses (including legal expenses), of any kind or nature whatsoever, whether
based in law or equity, which any of said parties has held or may now or in the
future own or hold, whether known or unknown, for or because of any matter or
thing done, omitted or suffered to be done on or before the actual date upon
which this Amendment is signed by any of such parties (i) arising directly or
indirectly out of the Loan Documents, or any other documents, instruments or any
other transactions relating thereto and/or (ii) relating directly or indirectly
to all transactions by and between the Debtors or their representatives and the
Administrative Agent, the Lenders and the Secured Parties or any of their
respective directors, officers, agents, employees, attorneys or other
representatives. Such release, waiver, acquittal and discharge shall and does
include, without limitation, any claims of usury, fraud, duress,
misrepresentation, lender liability, control, exercise of remedies and all
similar items and claims which may, or could be, asserted by any of the Debtors.

     (b) Each of the Debtors hereby ratifies the indemnification provisions
contained in the Loan Documents, including, without limitation, Section 13.4 of
the Credit Agreement, and agrees that this Amendment and any losses, claims,
damages and expenses related thereto shall be covered by such indemnities.

     7. Counterparts. This Amendment may be signed in any number of
counterparts, which may be delivered in original or facsimile form, each of
which shall be construed as an original, but all of which shall constitute one
and the same instrument.

     8. Governing Law. This Amendment, all Notes, the other Loan Documents and
all other documents executed in connection herewith shall be deemed to be
contracts and agreements under the laws of the State of New York and of the
United States of America and for all purposes shall be construed in accordance
with, and governed by, the law of New York and of the United States.


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     9. Final Agreement of the Parties. Any previous agreement among the parties
with respect to the subject matter hereof is superseded by the Security
Agreement, as amended by this Amendment. Nothing in this Amendment, express or
implied, is intended to confer upon any party other than the parties hereto any
rights, remedies, obligations or liabilities under or by reason of this
Amendment.

   [Remainder of page intentionally left blank; signatures on separate pages]




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                                                                 EXHIBIT 9.5(g)

                          FORM OF AVAILABILITY ANALYSIS

(I)  Revolving Credit Loan Advance Limit Calculation:

     (a)  The lesser of (i) and (ii):

          (i)  The Revolving Credit Loan Commitment                $___________
          (ii) The Revolving Credit Borrowing Base
               (as calculated in (II) below)                       $___________

     (b) Minus the amount of the Reserve Commitment                $___________

(II) Revolving Credit Borrowing Base Calculation:

         For the Company and its Subsidiaries on a consolidated basis, the
difference between (a) and (b):

     (a)  The sum of the following items, without duplication, on which the
          Administrative Agent holds a valid and perfected first priority
          Lien:
          (i)  100% of the wholesale purchase price of             $___________
               New Motor Vehicles and Demonstrators that
               are part of the Collateral;
               (A) (less New Motor Vehicles and Demonstrators,    ($___________)
                   which includes Ford,
                   Lincoln/Mercury, Mazda,
                   Volvo, Range Rover, Jaguar and Aston Martin)
               (B) (less General Motors New Motor Vehicles and    ($___________)
                   Demonstrators, which includes Chevrolet,
                   Pontiac Buick, GMC, Cadillac, Saturn, Saab
                   and Hummer)
               (C) (less Trucks)                                  ($___________)
               (D) (less Toyota/Lexus Floor Plan Borrowers, New   ($___________)
                   Motor Vehicles and Demos)



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               (E) (less DaimlerChrysler New Motor Vehicles and   ($___________)
                   Demonstrators, which include Chrysler, Dodge,
                   Jeep and Mercedes-Benz)

         (ii)  75% of the Book Value of Used Motor Vehicles and    $___________
               Rental Motor Vehicles that are part of
               the Collateral;

         (iii) 100% of the amount of contracts in transit,         $___________
               including, without limitation, all accounts,
               chattel paper and agreements of third parties to
               pay the purchase price of vehicles sold to
               customers, which agreements are not yet funded;
               (A)  (less Ford contracts in transit, which        ($___________)
                    includes Ford, Lincoln/Mercury, Mazda,
                    Volvo, Range Rover, Jaguar and Aston Martin)
               (B)  (less General Motors contracts in transit,    ($___________)
                    which includes Chevrolet, Pontiac, Buick,
                    GMC, Cadillac, Saturn, Saab and Hummer)
               (C)  (less truck operations contracts in transit)  ($___________)
               (D)  (less Toyota/Lexus Floor Plan Borrower        ($___________)
                    contracts in transit)
               (E)  (less DaimlerChrysler contracts in transit,
                    which includes Chrysler, Dodge, Jeep and
                    Mercedes-Benz)

         (iv)  80% of Eligible Accounts, excluding those           $___________
               described in (iii) above;

         (v)   60% of the Book Value of parts inventory;           $___________


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         (vi)  50% of the cash deposits in the Concentration       $___________
               Accounts, Platform Accounts and Floor Plan
               Borrower Dealership Accounts and all other
               deposit accounts in which the Lenders have a
               perfected security interest evidenced by a
               control agreement with the depository bank
               for each such account; and

         (vii) 50% of the market value of the securities held      $___________
               insecurities accounts in which the Lenders have a
               perfected security interest evidenced by a control
               agreement with the securities intermediary for such
               account.
         Sum of (i) through (vii)                                  $___________

     b.  100% of all Floor Plan Loans and Floor Plan               $___________
         Swing Line Loans.

     Difference between (a) and (b)                                $___________

III. Used Car Book Value; Floor Plan Advance Limit:

     (a) The Book Value of all Used Motor Vehicles owned           $___________
         by the Floor Plan Borrowers.

     (b) Floor Plan Advance Limit for Used Motor Vehicles          $___________
         (70% of (a)).


</TEXT>
</DOCUMENT>
