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Limited Waiver BTWN Asbury Automotive, Bank of America, Lenders, Borrowers

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Exhibit 10.50


This Limited Waiver (this " Agreement" ) dated as of March 12, 2009 is made by and among ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (the " Borrower" ), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement referred to below) (in such capacity, the " Administrative Agent" ), and as Swing Line Lender and L/C Issuer, each of the Lenders under such Credit Agreement signatory hereto, and each of the Subsidiary Guarantors (as defined in the Credit Agreement) signatory hereto.

W I T N E S S E T H :

WHEREAS , the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and the Lenders have entered into that certain Credit Agreement dated as of September 26, 2008 (as hereby amended and as from time to time further amended, modified, supplemented, restated, or amended and restated, the " Credit Agreement" ; capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have made available to the Borrower a revolving credit facility, including a letter of credit facility and a swing line facility; and WHEREAS , each of the Subsidiary Guarantors has entered into a Subsidiary Guaranty pursuant to which it has guaranteed the payment and performance of certain or all of the obligations of the Borrower under the Credit Agreement and the other Loan Documents, and the Borrower and the Subsidiary Guarantors have entered into various Security Instruments to secure their respective obligations and liabilities in respect the Loan Documents; and

WHEREAS , the Borrower has advised the Administrative Agent and the Lenders that Deloitte & Touche LLP will include a " going concern" qualification (the " Going Concern Qualification" ) in its audit opinion delivered with respect to the financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2008 (the " 2008 Audited Financial Statements" ); and

WHEREAS , the Borrower' s delivery to the Administrative Agent of 2008 Audited Financial Statements accompanied by an auditor' s report containing the Going Concern Qualification would violate Section 6.05(a) of the Credit Agreement and may result in a Default or Event of Default under Section 8.01(d) of the Credit Agreement; and

WHEREAS , the Borrower has requested that the Lenders waive any Default or Event of Default arising from such violation of Section 6.05(a) , and the Administrative Agent and Lenders signatory hereto are willing to make such waiver on the terms and conditions contained in this Agreement;

NOW, THEREFORE , in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Waivers . Subject to the terms and conditions set forth herein, the Lenders signatory hereto hereby waive any Default or Event of Default arising solely from the Borrower' s delivery of an audit report containing the Going Concern Qualification with respect to the 2008 Audited Financial Statements.

The waiver set forth in this Section 1 (the " Default Waiver" ) is limited to the extent specifically set forth above and no other terms, covenants or provisions of the Credit Agreement or any other Loan Document are intended to be effected hereby. The Default Waiver is granted only with respect to the Going Concern Qualification relating to the 2008 Audited Financial Statements, and shall not apply to any financial statements for any other fiscal year, any other violation of Section 6.05 of the Credit Agreement, or any actual or prospective default or

violation of any other provision of the Loan Agreement or any other Loan Document. The Default Waiver shall not in any manner create a course of dealing or otherwise impair the future ability of the Administrative Agent or the Lenders to declare a Default or Event of Default under or otherwise enforce the terms of the Credit Agreement or any other Loan Document with respect to any matter other than those specifically and expressly waived in the Default Waiver.

2. Conditions Precedent . The effectiveness of this Agreement, and the effectiveness of the waiver provided in Paragraph 1 , are subject to the satisfaction of the following conditions precedent:

(a) The Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) counterparts of this Agreement, duly executed by the Borrower, each Subsidiary Guarantor, and such Lenders as are necessary to constitute the Required Lenders;

(ii) an irrevocable notice pursuant to Section 2.06 of the Credit Agreement, providing for the reduction of the Aggregate Commitments from $200,000,000 to $175,000,000 on a date (the " Reduction Effectiveness Date" ) that is 16 days after the date of this Agreement (such reduction to be allocated to each Lender according to its Applicable Percentage on the Reduction Effectiveness Date, as set forth in Section 2.06 ); and

(iii) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent shall reasonably request; and (b) all fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) accrued to date shall have been paid in full to the extent invoiced prior to the date hereof, but without prejudice to the later payment of accrued fees and expenses not so invoiced. The continuing effectiveness of the waiver provided in Paragraph 1 is subject to the further condition that that the reduction in the Aggregate Commitments contemplated by Clause 2(a)(ii) above shall occur on the Reduction Effectiveness Date

3. Consent of the Subsidiary Guarantors . Each Subsidiary Guarantor hereby consents, acknowledges and agrees to the waiver set forth herein and hereby confirms and ratifies in all respects the Subsidiary Guaranty to which such Subsidiary Guarantor is a party (including without limitation the continuation of such Subsidiary Guarantor' s payment and performance obligations thereunder upon and after the effectiveness of this Agreement and the waiver contemplated hereby) and the enforceability of such Subsidiary Guaranty against such Subsidiary Guarantor in accordance with its terms.

4. Representations and Warranties . In order to induce the Lenders party hereto to enter into this Agreement, each Loan Party represents and warrants to the Administrative Agent and such Lenders as follows:

(a) The representati
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