Exhibit 24.1
POWER OF ATTORNEY
1. 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, principal executive officer, principal financial officer or controller or principal accounting officer, as applicable, of the entities listed on Schedule I hereto, hereby appoints Kenneth B. Gilman and J. Gordon Smith or any duly authorized designee of Asbury Automotive Group, Inc. (the “Company”), acting jointly or singly, to be its attorneys-in-fact (each, an “Attorney”) to do and execute any and all acts and things contemplated by the exchange offer of $200,000,000 aggregate principal amount of the Company’s 8% Senior Subordinated Notes due 2004 (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.
2. 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.
3. Capitalized terms used but not defined herein which are defined in the Exchange and Registration Rights Agreement dated as of December 23, 2003, among Asbury Automotive Group, Inc., the Guarantors named therein and Goldman, Sachs & Co. and J. P. Morgan 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 17th day of March, 2004.
| /s/ Timothy C. Collins |
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| Timothy C. Collins | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Thomas R. Gibson |
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| Thomas R. Gibson | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 22nd day of March, 2004.
| /s/ Ben David McDavid Sr. |
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| Ben David McDavid Sr. | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ John M. Roth |
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| John M. Roth | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Ian K. Snow |
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| Ian K. Snow | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of March, 2004.
| /s/ Thomas F. McLarty, III |
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| Thomas F. McLarty, III | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Vernon E. Jordan |
|
| Vernon E. Jordan | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of March, 2004.
| /s/ Philip F. Maritz |
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| Philip F. Maritz | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 16th day of March, 2004.
| /s/ Thomas C. Israel |
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| Thomas C. Israel | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of March, 2004.
| /s/ Jeffrey I. Wooley |
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| Jeffrey I. Wooley | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Michael Durham |
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| Michael Durham | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 18th day of March, 2004.
| /s/ Hunter Johnson |
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| Hunter Johnson | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 16th day of March, 2004.
| /s/ Robert D. Frank |
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| Robert D. Frank | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Thomas G. McCollum |
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| Thomas G. McCollum | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Robert Baker |
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| Robert Baker | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Kathleen Nolan |
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| Kathleen Nolan | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Thomason Solomon |
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| Thomason Solomon | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of March, 2004.
| /s/ Charles R. Oglesby |
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| Charles R. Oglesby | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of March, 2004.
| /s/ Paul Hart |
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| Paul Hart | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 16th day of March, 2004.
| /s/ Todd Shores |
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| Todd Shores | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 16th day of March, 2004.
| /s/ Keith Synder |
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| Keith Synder | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ John C. Stamm |
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| John C. Stamm | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Paul Lambert |
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| Paul Lambert | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ David Surguine |
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| David Surguine | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Paul Buch |
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| Paul Buch | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 11th day of March, 2004.
| /s/ C.V. Nalley, III |
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| C.V. Nalley, III | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Joseph E. Shine |
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| Joseph E. Shine | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Daniel Herwaldt |
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| Daniel Herwaldt | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Luther Coggin |
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| Luther Coggin | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Charlie Tomm |
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| Charlie Tomm | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Nancy D. Noble |
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| Nancy D. Noble | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Robert E. Gray |
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| Robert E. Gray | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Michael S. Kearney |
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| Michael S. Kearney | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ J.L. Dagenhart |
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| J.L. Dagenhart | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ William L. Childs |
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| William L. Childs | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Steve Silverio |
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| Steve Silverio | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Daniel Powell |
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| Daniel Powell | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 17th day of March, 2004.
| /s/ Martin Mindling |
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| Martin Mindling | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 11th day of March, 2004.
| /s/ John R. Capps |
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| John R. Capps | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 11th day of March, 2004.
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| /s/ Gary Schulz |
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| Gary Schulz | |||
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 12th day of March, 2004.
| /s/ Douglas M. Tew |
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| Douglas M. Tew | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 11th day of March, 2004.
| /s/ Michael Kane |
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| Michael Kane | |
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this 11th day of March, 2004.
| /s/ Jay Torda |
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| Jay Torda | |