26 unchanged sentences
Their reports are contained herein.
−Removed: During 2019 , we acquired substantially all of the assets, including certain real estate, of 10 franchises (six dealership locations) and 1 collision center.
−Removed: As permitted by the Securities and Exchange Commission, the scope of our Section 404 evaluation for the fiscal year ended December 31, 2019 , does not include an evaluation of the internal control over financial reporting of these acquired operations.
−Removed: The results for these acquisitions are included in our consolidated financial statements
−Removed: from the date of acquisition and represented approximately $222.9 million of consolidated assets as of December 31, 2019 , and approximately $260.7 million of consolidated revenues for the year then ended.
+Added: During 2020, we acquired substantially all of the assets, including certain real estate, of fifteen franchises (nine dealership locations), two collision centers and one auto auction.
+Added: As permitted by the Securities and Exchange Commission, the scope of our Section 404 evaluation for the fiscal year ended December 31, 2020, does not include an evaluation of the internal control
+Added: over financial reporting of these acquired operations.
+Added: The results for these acquisitions are included in our consolidated financial statements from the date of acquisition and represented approximately $1,015.6 million of consolidated assets as of December 31, 2020, and approximately $687.1 million of consolidated revenues for the year then ended.
From the acquisition dates to December 31, 2020, the processes and systems of the acquired operations did not significantly impact the internal control over financial reporting of the Company and our other consolidated subsidiaries.
Changes in Internal Control Over Financial Reporting
−Removed: The adoption of ASC 842, effective January 1, 2019, required the implementation of new accounting processes and a new information technology application to calculate right-of-use assets and lease liabilities which changed our internal controls over lease accounting and financial reporting.
−Removed: Otherwise, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2019 , that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Other Information
1 unchanged sentence
Reference is made to the information to be set forth in the "Proposal No.
−Removed: 1 Election of Directors," "Governance of the Company," " 2019 Director Compensation Table-Code of Business Conduct and Ethics and Corporate Governance Guidelines," "Section 16(a) Beneficial Ownership Reporting Compliance," and "Executive Officers" sections of our Proxy Statement to be filed within 120 days after the end of our fiscal year, which information is incorporated herein by reference.
+Added: 1 Election of Directors," "Governance of the Company," "2020 Director Compensation Table-Code of Business Conduct and Ethics and Corporate Governance Guidelines," and "Executive Officers" sections of our Proxy Statement to be filed within 120 days after the end of our fiscal year, which information is incorporated herein by reference.
Executive Compensation.
7 unchanged sentences
Exhibits, Financial Statement Schedules
−Removed: The following documents are filed as a part of this annual report on Form 10-K:
+Added: (a) The following documents are filed as a part of this annual report on Form 10-K:
(1) Financial Statements:
4 unchanged sentences
The Exhibits listed below are identified by numbers corresponding to the Exhibit Table of Item 601 of Regulation S-K.
−Removed: Description of Documents
−Removed: Asset Purchase Agreement, dated December 11, 2019, by and among the identified sellers, the identified seller affiliate, the identified principal and Asbury Automotive Group, LLC
−Removed: Real Estate Purchase Agreement, dated December 11, 2019, by and among the identified sellers and Asbury Automotive Group, LLC
+Added: Number Description of Documents
+Added: Asset Purchase Agreement, dated July 6, 2020, by and among the identified sellers, the identified seller affiliate, the identified principal, the identified real estate owners and Asbury Automotive Group, LLC (Portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K because they (i) are not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
+Added: The Company agrees to furnish supplementally to the Commission an unredacted copy of this exhibit upon request.) (incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 filed on July 31, 2020)*
Amended and Restated Certificate of Incorporation of Asbury Automotive Group, Inc.
2 unchanged sentences
(incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on April 21, 2014)*
−Removed: Indenture, dated as of December 4, 2014, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on December 4, 2014)*
−Removed: Form of 6.0% Senior Subordinated Note due 2024 (included as Exhibit A in Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on December 4, 2014)*
−Removed: First Supplemental Indenture, dated as of July 29, 2015, by and among Asbury Automotive Group, Inc., Asbury Jax Ford, LLC and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)*
−Removed: Second Supplemental Indenture, dated as of October 28, 2015, among Asbury Automotive Group, Inc., each of the guarantors named therein and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on October 28, 2015)*
−Removed: Third Supplemental Indenture, dated as of July 20, 2016, among Asbury Automotive Group, Inc., each of the guarantors named therein and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016)*
−Removed: Fourth Supplemental Indenture, dated as of February 17, 2017, among Asbury Automotive Group, Inc., Asbury IN Chev, LLC, and U.S.Bank National Association, as Trustee (incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016)*
−Removed: Fifth Supplemental Indenture, dated as of February 5, 2018, among Asbury Automotive Group, Inc., Asbury IN Chev, LLC, and U.S.Bank National Association, as Trustee (incorporated by reference to Exhibit 4.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)*
−Removed: Sixth Supplemental Indenture, dated as of May 30, 2018, among Asbury Automotive Group, Inc., Asbury Atlanta CHEV, LLC, Asbury Georgia TOY, LLC, and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018)*
−Removed: Seventh Supplemental Indenture, dated as of March 25, 2019, among Asbury Automotive Group, Inc., IN CBG, LLC, Asbury IN CDJ, LLC, Asbury Indy Chev, LLC, Asbury IN Ford, LLC, and U.S.Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019)*
−Removed: Eighth Supplemental Indenture, dated as of August 14, 2019, among Asbury Automotive Group, Inc., Asbury IN TOY, LLC and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019)*
−Removed: Indenture, dated as of February 19, 2020, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S.
+Added: Indenture relating to the Senior Notes due 2028, dated as of February 19, 2020, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S.
Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
Form of 4.50% Senior Note due 2028 (included as Exhibit A in Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
−Removed: Indenture, dated as of February 19, 2020, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S.
+Added: Indenture relating to the Senior Notes due 2030, dated as of February 19, 2020, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S.
Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
Form of 4.75% Senior Note due 2030 (included as Exhibit A in Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
+Added: Officer’s Certificate of Asbury Automotive Group, Inc.
+Added: pursuant to the 2028 Notes Indenture, dated September 16, 2020 (incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K filed on September 16, 2020)*
+Added: Officer’s Certificate of Asbury Automotive Group, Inc.
+Added: pursuant to the 2030 Notes Indenture, dated September 16, 2020 (incorporated by reference to Exhibit 4.4 of the Company's Current Report on Form 8-K filed on September 16, 2020)*
+Added: Registration Rights Agreement relating to the 2028 Notes, dated September 16, 2020, among Asbury Automotive Group, Inc., the guarantors party thereto and BofA Securities, Inc., as representative of the Initial Purchasers (incorporated by reference to Exhibit 4.7 of the Company's Current Report on Form 8-K filed on September 16, 2020)*
+Added: Registration Rights Agreement relating to the 2030 Notes, dated September 16, 2020, among Asbury Automotive Group, Inc., the guarantors party thereto and BofA Securities, Inc., as representative of the Initial Purchasers (incorporated by reference to Exhibit 4.8 of the Company's Current Report on Form 8-K filed on September 16, 2020)*
+Added: Description of Registrant's Securities
Amended and Restated 2002 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 14, 2012)*
9 unchanged sentences
Hult, dated as of August 21, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 22, 2017)*
−Removed: Termination and Separation Agreement between Asbury Automotive Group, Inc.
−Removed: Monaghan, dated as of August 21, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on August 22, 2017)*
−Removed: Letter Agreement between Asbury Automotive Group, Inc.
−Removed: and Sean Goodman, dated as of May 3, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 5, 2017)*
−Removed: Severance Pay Agreement for key employees between Asbury Automotive Group, Inc.
−Removed: and Sean Goodman, dated as of July 7, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)*
+Added: Second Amendment to Employment Agreement between Asbury Automotive Group, Inc., dated as of June 5, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on June 5, 2020)*
Amended and Restated Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc.
7 unchanged sentences
Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc.
−Removed: and John Hartman dated January 4, 2018 (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)*
−Removed: Separation Agreement and General Release between Asbury Automotive Group, Inc.
−Removed: and John Hartman, dated January 2, 2020.
−Removed: Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc.
−Removed: and George C.
−Removed: Karolis dated July 18, 2005 (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)*
−Removed: Form of Equity Award Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012)*
−Removed: 2019 Equity Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on March 14, 2019)*
−Removed: Form of Equity Award Agreement under the 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019)*
+Added: and Patrick J.
+Added: Guido, dated as of May 11, 2020
+Added: 2019 Equity and Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on March 14, 2019)*
+Added: Form of Equity Award Agreement under the 2019 Equity and Incentive Plan
Asbury Automotive Group, Inc.
Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 23, 2017)*
−Removed: Ford Sales and Service Agreement (incorporated by reference to Exhibit 10.13 to Amendment No.
−Removed: 2 to the Company's Registration Statement on Form S-1, File No.
−Removed: 333-65998, filed with the SEC on October 12, 2001)*
−Removed: General Motors Dealer Sales and Service Agreement (incorporated by reference to Exhibit 10.14 to Amendment No.
−Removed: 2 to the Company's Registration Statement on Form S-1, File No.
−Removed: 333-65998, filed with the SEC on October 12, 2001)*
−Removed: Honda Automobile Dealer Sales and Service Agreement (incorporated by reference to Exhibit 10.15 to Amendment No.
−Removed: 2 to the Company's Registration Statement on Form S-1, File No.
−Removed: 333-65998, filed with the SEC on October 12, 2001)*
−Removed: Mercedes-Benz Passenger Car Dealer Agreement (incorporated by reference to Exhibit 10.16 to Amendment No.
−Removed: 2 to the Company's Registration Statement on Form S-1, File No.
−Removed: 333-65998, filed with the SEC on October 12, 2001)*
−Removed: Nissan Dealer Sales and Service Agreement (incorporated by reference to Exhibit 10.17 to Amendment No.
−Removed: 2 to the Company's Registration Statement on Form S-1, File No.
−Removed: 333-65998, filed with the SEC on October 12, 2001)*
−Removed: Toyota Dealer Agreement (incorporated by reference to Exhibit 10.18 to Amendment No.
−Removed: 2 to the Company's Registration Statement on Form S-1, File No.
−Removed: 333-65998, filed with the SEC on October 12, 2001)*
Credit Agreement, dated as of September 26, 2013, among Asbury Automotive Group, Inc., certain of subsidiaries of Asbury Automotive Group, Inc.
14 unchanged sentences
as Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 3, 2020)*
+Added: Second Amendment to the Third Amended and Restated Credit Agreement, dated August 10, 2020, among Asbury Automotive Group, Inc., as a borrower, certain of its subsidiaries, as vehicle borrowers, the other guarantors party thereto, the other lenders party thereto and Bank of America, N.A., as administrative agent, revolving swing line lender, new vehicle floorplan swing line lender, used vehicle floorplan swing line lender and an l/c issuer (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020)*
Amended and Restated Master Loan Agreement, dated as of February 3, 2015, by and among certain subsidiaries of Asbury Automotive Group, Inc.
10 unchanged sentences
First Amendment to Master Loan Agreement, dated as of December 31, 2019, by and among certain subsidiaries of Asbury Automotive Group, Inc.
−Removed: and Wells Fargo Bank, National Association
+Added: and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019)*
Credit Agreement, dated as of February 7, 2020, by and among certain subsidiaries of Asbury Automotive Group, Inc.
2 unchanged sentences
Amended and Restated Commitment Letter, dated as of December, 30, 2019, by and among Asbury Automotive Group, Inc., Bank of America, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Wells Fargo Bank, National Association, Santander Bank, N.A., SunTrust Robinson Humphrey, Inc., Trust Bank and U.S.
−Removed: Bank National Association
+Added: Bank National Association (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019)*
Subsidiaries of the Company
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
−Removed: XBRL Taxonomy Extension Label Linkbase Document
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
+Added: 101.SCH XBRL Taxonomy Extension Schema Document
+Added: 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 The cover page from Asbury Automotive Group, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 has been formatted in Inline XBRL.
4 unchanged sentences
Asbury Automotive Group, Inc.
−Removed: March 2, 2020
+Added: March 1, 2021 By:
Chief Executive Officer and President
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: Chief Executive Officer, President and Director
−Removed: March 2, 2020
+Added: Signature Title Date
+Added: Hult Chief Executive Officer, President and Director March 1, 2021
+Added: /s/ Patrick J.
+Added: Guido Senior Vice President and Chief Financial Officer March 1, 2021
/s/ William F.
−Removed: Interim Principal Financial Officer, Vice President,
−Removed: March 2, 2020
−Removed: Controller and Chief Accounting Officer
+Added: Stax Vice President, Controller and March 1, 2021
+Added: Stax) Chief Accounting Officer
/s/ Thomas J.
−Removed: March 2, 2020
−Removed: Non-Executive Chairman of the Board
−Removed: /s/ Joel Alsfine
−Removed: March 2, 2020
+Added: Reddin Director March 1, 2021
+Added: Reddin) Non-Executive Chairman of the Board
+Added: /s/ Joel Alsfine Director March 1, 2021
(Joel Alsfine)
/s/ Thomas C.
−Removed: March 2, 2020
+Added: Director March 1, 2021
DeLoach, Jr.)
+Added: /s/ William D.
+Added: Fay Director March 1, 2021
/s/ Juanita T.
−Removed: March 2, 2020
−Removed: /s/ Eugene S.
−Removed: March 2, 2020
+Added: James Director March 1, 2021
/s/ Philip F.
−Removed: March 2, 2020
+Added: Maritz Director March 1, 2021
/s/ Maureen F.
−Removed: March 2, 2020
+Added: Morrison Director March 1, 2021
/s/ Bridget M.
−Removed: March 2, 2020
+Added: Ryan-Berman Director March 1, 2021
INDEX TO EXHIBITS
−Removed: Description of Documents
−Removed: Asset Purchase Agreement, dated December 11, 2019, by and among the identified sellers, the identified seller affiliate, the identified principal and Asbury Automotive Group, LLC
−Removed: Real Estate Purchase Agreement, dated December 11, 2019, by and among the identified sellers and Asbury Automotive Group, LLC
+Added: Number Description of Documents
+Added: 2.1 Asset Purchase Agreement, dated July 6, 2020, by and among the identified sellers, the identified seller affiliate, the identified principal, the identified real estate owners and Asbury Automotive Group, LLC (Portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K because they (i) are not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
+Added: The Company agrees to furnish supplementally to the Commission an unredacted copy of this exhibit upon request.) (incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 filed on July 31, 2020)*
3.1 Amended and Restated Certificate of Incorporation of Asbury Automotive Group, Inc.
2 unchanged sentences
(incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on April 21, 2014)*
−Removed: Indenture, dated as of December 4, 2014, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on December 4, 2014)*
−Removed: Form of 6.0% Senior Subordinated Note due 2024 (included as Exhibit A in Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on December 4, 2014)*
−Removed: First Supplemental Indenture, dated as of July 29, 2015, by and among Asbury Automotive Group, Inc., Asbury Jax Ford, LLC and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)*
−Removed: Second Supplemental Indenture, dated as of October 28, 2015, among Asbury Automotive Group, Inc., each of the guarantors named therein and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on October 28, 2015)*
−Removed: Third Supplemental Indenture, dated as of July 20, 2016, among Asbury Automotive Group, Inc., each of the guarantors named therein and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016)*
−Removed: Fourth Supplemental Indenture, dated as of February 17, 2017, among Asbury Automotive Group, Inc., Asbury IN Chev, LLC, and U.S.Bank National Association, as Trustee (incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016)*
−Removed: Fifth Supplemental Indenture, dated as of February 5, 2018, among Asbury Automotive Group, Inc., Asbury IN Chev, LLC, and U.S.Bank National Association, as Trustee (incorporated by reference to Exhibit 4.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)*
−Removed: Sixth Supplemental Indenture, dated as of May 30, 2018, among Asbury Automotive Group, Inc., Asbury Atlanta CHEV, LLC, Asbury Georgia TOY, LLC, and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018)*
−Removed: Seventh Supplemental Indenture, dated as of March 25, 2019, among Asbury Automotive Group, Inc., IN CBG, LLC, Asbury IN CDJ, LLC, Asbury Indy Chev, LLC, Asbury IN Ford, LLC, and U.S.Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019)*
−Removed: Eighth Supplemental Indenture, dated as of August 14, 2019, among Asbury Automotive Group, Inc., Asbury IN TOY, LLC and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019)*
−Removed: Indenture, dated as of February 19, 2020, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S.
+Added: 4.1 Indenture relating to the Senior Notes due 2028, dated as of February 19, 2020, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S.
Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
4.2 Form of 4.50% Senior Note due 2028 (included as Exhibit A in Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
−Removed: Indenture, dated as of February 19, 2020, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S.
+Added: 4.3 Indenture relating to the Senior Notes due 2030, dated as of February 19, 2020, among Asbury Automotive Group, Inc., each of the Guarantors named therein and U.S.
Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
4.4 Form of 4.75% Senior Note due 2030 (included as Exhibit A in Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2020)*
+Added: 4.5 Officer’s Certificate of Asbury Automotive Group, Inc.
+Added: pursuant to the 2028 Notes Indenture, dated September 16, 2020 (incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K filed on September 16, 2020)*
+Added: 4.6 Officer’s Certificate of Asbury Automotive Group, Inc.
+Added: pursuant to the 2030 Notes Indenture, dated September 16, 2020 (incorporated by reference to Exhibit 4.4 of the Company's Current Report on Form 8-K filed on September 16, 2020)*
+Added: 4.7 Registration Rights Agreement relating to the 2028 Notes, dated September 16, 2020, among Asbury Automotive Group, Inc., the guarantors party thereto and BofA Securities, Inc., as representative of the Initial Purchasers (incorporated by reference to Exhibit 4.7 of the Company's Current Report on Form 8-K filed on September 16, 2020)*
+Added: 4.8 Registration Rights Agreement relating to the 2030 Notes, dated September 16, 2020, among Asbury Automotive Group, Inc., the guarantors party thereto and BofA Securities, Inc., as representative of the Initial Purchasers (incorporated by reference to Exhibit 4.8 of the Company's Current Report on Form 8-K filed on September 16, 2020)*
+Added: 4.9 Description of Registrant's Securities
10.1** Amended and Restated 2002 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 14, 2012)*
9 unchanged sentences
Hult, dated as of August 21, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 22, 2017)*
−Removed: Termination and Separation Agreement between Asbury Automotive Group, Inc.
−Removed: Monaghan, dated as of August 21, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on August 22, 2017)*
−Removed: Letter Agreement between Asbury Automotive Group, Inc.
−Removed: and Sean Goodman, dated as of May 3, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 5, 2017)*
−Removed: Severance Pay Agreement for key employees between Asbury Automotive Group, Inc.
−Removed: and Sean Goodman, dated as of July 7, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)*
+Added: 10.9** Second Amendment to Employment Agreement between Asbury Automotive Group, Inc., dated as of June 5, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on June 5, 2020)*
10.10** Amended and Restated Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc.
7 unchanged sentences
10.13** Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc.
−Removed: and John Hartman dated January 4, 2018 (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)*
−Removed: Separation Agreement and General Release between Asbury Automotive Group, Inc.
−Removed: and John Hartman, dated January 2, 2020.
−Removed: Severance Pay Agreement for Key Employee between Asbury Automotive Group, Inc.
−Removed: and George C.
−Removed: Karolis dated July 18, 2005 (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)*
−Removed: Form of Equity Award Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012)*
−Removed: 2019 Equity Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on March 14, 2019)*
−Removed: Form of Equity Award Agreement under the 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019)*
+Added: and Patrick J.
+Added: Guido, dated as of May 11, 2020
+Added: 10.14** 2019 Equity and Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on March 14, 2019)*
+Added: 10.15** Form of Equity Award Agreement under the 2019 Equity and Incentive Plan
10.16** Asbury Automotive Group, Inc.
Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 23, 2017)*
−Removed: Ford Sales and Service Agreement (incorporated by reference to Exhibit 10.13 to Amendment No.
−Removed: 2 to the Company's Registration Statement on Form S-1, File No.
−Removed: 333-65998, filed with the SEC on October 12, 2001)*
−Removed: General Motors Dealer Sales and Service Agreement (incorporated by reference to Exhibit 10.14 to Amendment No.
−Removed: 2 to the Company's Registration Statement on Form S-1, File No.
−Removed: 333-65998, filed with the SEC on October 12, 2001)*
−Removed: Honda Automobile Dealer Sales and Service Agreement (incorporated by reference to Exhibit 10.15 to Amendment No.
−Removed: 2 to the Company's Registration Statement on Form S-1, File No.
−Removed: 333-65998, filed with the SEC on October 12, 2001)*
−Removed: Mercedes-Benz Passenger Car Dealer Agreement (incorporated by reference to Exhibit 10.16 to Amendment No.
−Removed: 2 to the Company's Registration Statement on Form S-1, File No.
−Removed: 333-65998, filed with the SEC on October 12, 2001)*
−Removed: Nissan Dealer Sales and Service Agreement (incorporated by reference to Exhibit 10.17 to Amendment No.
−Removed: 2 to the Company's Registration Statement on Form S-1, File No.
−Removed: 333-65998, filed with the SEC on October 12, 2001)*
−Removed: Toyota Dealer Agreement (incorporated by reference to Exhibit 10.18 to Amendment No.
−Removed: 2 to the Company's Registration Statement on Form S-1, File No.
−Removed: 333-65998, filed with the SEC on October 12, 2001)*
10.17 Credit Agreement, dated as of September 26, 2013, among Asbury Automotive Group, Inc., certain of subsidiaries of Asbury Automotive Group, Inc.
14 unchanged sentences
as Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 3, 2020)*
+Added: 10.25 Second Amendment to the Third Amended and Restated Credit Agreement, dated August 10, 2020, among Asbury Automotive Group, Inc., as a borrower, certain of its subsidiaries, as vehicle borrowers, the other guarantors party thereto, the other lenders party thereto and Bank of America, N.A., as administrative agent, revolving swing line lender, new vehicle floorplan swing line lender, used vehicle floorplan swing line lender and an l/c issuer (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020)*
10.26 Amended and Restated Master Loan Agreement, dated as of February 3, 2015, by and among certain subsidiaries of Asbury Automotive Group, Inc.
10 unchanged sentences
10.31 First Amendment to Master Loan Agreement, dated as of December 31, 2019, by and among certain subsidiaries of Asbury Automotive Group, Inc.
−Removed: and Wells Fargo Bank, National Association
+Added: and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019)*
10.32 Credit Agreement, dated as of February 7, 2020, by and among certain subsidiaries of Asbury Automotive Group, Inc.
2 unchanged sentences
10.33 Amended and Restated Commitment Letter, dated as of December, 30, 2019, by and among Asbury Automotive Group, Inc., Bank of America, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Wells Fargo Bank, National Association, Santander Bank, N.A., SunTrust Robinson Humphrey, Inc., Trust Bank and U.S.
−Removed: Bank National Association
+Added: Bank National Association (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019)*
21 Subsidiaries of the Company
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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
−Removed: XBRL Taxonomy Extension Label Linkbase Document
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
+Added: 101.SCH XBRL Taxonomy Extension Schema Document
+Added: 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 The cover page from Asbury Automotive Group, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 has been formatted in Inline XBRL.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.