Exhibit 10.40
FOURTH AMENDMENT TO
CREDIT AGREEMENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT (the “Fourth Amendment or this “ Amendment ”), effective
as of October 1, 2007, 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 by that First
Amendment to Credit Agreement and Waiver, effective March 1, 2006, that Second Amendment to Credit Agreement dated
August 1, 2006 and that Third Amendment to Credit Agreement dated March 8, 2007 (as so amended, and as further amended
from time to time, 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 $125,000,000.00 and (b) a floor plan loan commitment not to exceed
$425,000,000.00; and
WHEREAS , the Company and the Floor Plan Borrowers have requested the Lenders, the Agent and the Floor Plan
Agent to amend further 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