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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 Thomas F. Gilman
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 $250,000,000 aggregate principal amount of the
Company's 9% Senior Subordinated Notes due 2012 (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 June 5, 2002, among
Asbury Automotive Group, Inc., the Guarantors named therein and Goldman,
Sachs & Co. and Salomon Smith Barney, 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.
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2
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
14th day of June, 2002.
/s/ Brook Bacon
------------------------------
Brook Bacon
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3
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Peter E. Berger
------------------------------
Peter E. Berger
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4
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Hershel Bloom
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Hershel Bloom
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5
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Paul Bush
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Paul Bush
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6
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ John R. Capps
------------------------------
John R. Capps
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7
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ William L. Childs, Sr.
------------------------------
William L. Childs, Sr.
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8
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Luther Coggin
------------------------------
Luther Coggin
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9
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Timothy C. Collins
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Timothy C. Collins
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10
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ J. L. Dagenhart
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J. L. Dagenhart
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11
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Thomas A. Decker
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Thomas A. Decker
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12
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Ralph Dixon
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Ralph Dixon
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13
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Robert A. Durham
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Robert A. Durham
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14
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Thomas R. Gibson
------------------------------
Thomas R. Gibson
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15
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Kenneth B. Gilman
------------------------------
Kenneth B. Gilman
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16
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Thomas F. Gilman
------------------------------
Thomas F. Gilman
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17
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Robert E. Gray
------------------------------
Robert E. Gray
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18
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
day of June, 2002.
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Jeffrey M. Hendren
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19
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Jeffrey G. Hilsgen
------------------------------
Jeffrey G. Hilsgen
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20
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Thomas C. Israel
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Thomas C. Israel
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21
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Vernon E. Jordan
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Vernon E. Jordan
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22
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Michael S. Kearney
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Michael S. Kearney
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23
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Paul Lambert
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Paul Lambert
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24
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
5th day of June, 2002.
/s/ Mitchell Legler
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Mitchell Legler
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25
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
20th day of June, 2002.
/s/ Robert S. Lynch
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Robert S. Lynch
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26
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Philip F. Maritz
------------------------------
Philip F. Maritz
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27
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Phil Mayfield
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Phil Mayfield
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28
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Ben David McDavid, Jr.
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Ben David McDavid, Jr.
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29
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ James J. McDavid, Jr.
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James J. McDavid, Jr.
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30
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Ben David McDavid, Sr.
------------------------------
Ben David McDavid, Sr.
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31
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
14th day of June, 2002.
/s/ Thomas F. McLarty, III
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Thomas F. McLarty, III
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32
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ C. V. Nalley, III
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C. V. Nalley, III
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33
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
17th day of June, 2002.
/s/ Joseph C. Neupauer
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Joseph C. Neupauer
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34
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Nancy D. Noble
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Nancy D. Noble
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35
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Kathleen E. Nolan
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Kathleen E. Nolan
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36
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Charles R. Oglesby
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Charles R. Oglesby
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37
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Daniel Powell
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Daniel Powell
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38
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Royce O. Reynolds
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Royce O. Reynolds
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39
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ John M. Roth
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John M. Roth
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40
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Gary Schulz
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Gary Schulz
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41
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Joseph E. Shine
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Joseph E. Shine
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42
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
18th day of June, 2002.
/s/ Todd Shores
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Todd Shores
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43
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Ian K. Snow
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Ian K. Snow
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44
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ David Surguine
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David Surguine
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45
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Glen Swiderski
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Glen Swiderski
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46
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Paula Tabar
------------------------------
Paula Tabar
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47
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Douglas M. Tew
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Douglas M. Tew
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48
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Scott L. Thomason
------------------------------
Scott L. Thomason
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49
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Charles (C.B.) Tomm
------------------------------
Charles (C.B.) Tomm
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50
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Jay Torda
------------------------------
Jay Torda
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51
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Joseph P. Umbriano
------------------------------
Joseph P. Umbriano
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52
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ David Wegner
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David Wegner
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53
IN WITNESS whereof the undersigned has duly signed this Power of Attorney this
24th day of June, 2002.
/s/ Jeffrey I. Wooley
------------------------------
Jeffrey I. Wooley