The Auto Channel
The Largest Independent Automotive Research Resource
The Largest Independent Automotive Research Resource
Official Website of the New Car Buyer

Asbury Automotive Group Reports First Quarter Financial Results

Total Revenues up 17% over the prior period SG&A as a percentage of gross profit improved 370 basis points over the prior year period Diluted EPS from continuing operations of $0.27, compared to $0.08 in the prior year period

DULUTH, Ga., April 29, 2010 -- Asbury Automotive Group, Inc. , one of the largest automotive retail and service companies in the U.S., today reported income from continuing operations for the first quarter, 2010 of $8.9 million, or $0.27 per diluted share, versus income from continuing operations of $2.6 million, or $0.08 per diluted share, in the corresponding period last year. The increase was primarily the result of double digit growth in revenue and gross profit from new and used vehicle sales, as well as finance and insurance; combined with Asbury's significantly improved cost structure. Net income for the first quarter of 2010 totaled $7.4 million, or $0.22 per diluted share, compared with $0.3 million, or $0.01 per diluted share, a year ago.

2010 first quarter revenues totaled $960 million, an increase of 17% compared to the prior year period. This improvement was driven by increases of 22% in new vehicle revenue, 21% in used vehicle revenue, and 27% in finance and insurance revenues. Total gross profit increased 12%, and was up in all major categories of the business.

"Pent-up demand combined with the return of aggressive manufacturer incentives delivered a blow-out March," said Charles R. Oglesby, Asbury's President and CEO. "Our improved operating leverage from the cost reduction initiatives we have implemented has positioned Asbury to capture more profit from the rising tide of consumer demand."

Craig T. Monaghan, Asbury's Senior Vice President and Chief Financial Officer, stated, "With over $200 million of liquidity, we have strengthened our financial position and enhanced our financial flexibility for the future."

Mr. Oglesby concluded, "While we are pleased with delivering a strong quarter, our challenge is to retain as much of our lean cost structure as possible, while remaining focused on the incremental sales opportunities the strengthening marketplace is providing."

Asbury will host a conference call to discuss its first quarter results this morning at 10:00 a.m. Eastern Time. The call will be simulcast live on the Internet and can be accessed by logging on to http://www.asburyauto.com/ or http://www.ccbn.com/. In addition, live audio of the call will be accessible to the public by calling (800) 227-9428 (domestic), or (785) 830-1925 (international); passcode - 5343645. Callers should dial in approximately 5 to 10 minutes before the call begins.

About Asbury Automotive Group

Asbury Automotive Group, Inc. ("Asbury"), headquartered in Duluth, Georgia, a suburb of Atlanta, is one of the largest automobile retailers in the U.S. Built through a combination of organic growth and a series of strategic acquisitions, Asbury currently operates 80 retail auto stores, encompassing 107 franchises for the sale and servicing of 38 different brands of American, European and Asian automobiles. Asbury offers customers an extensive range of automotive products and services, including new and used vehicle sales and related financing and insurance, vehicle maintenance and repair services, replacement parts and service contracts.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical fact, and may include statements relating to goals, plans, market conditions and projections regarding Asbury's financial position, liquidity, results of operations, market position and dealership portfolio, the benefits of its restructuring program and other initiatives and future business strategy. These statements are based on management's current expectations and beliefs and involve significant risks and uncertainties that may cause results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, market factors, Asbury's relationships with, and financial stability of, vehicle manufacturers and other suppliers, risks associated with Asbury's indebtedness (including available borrowing capacity and compliance with its financial covenants), Asbury's relationship with, and the financial stability of, its lenders and lessors, risks related to competition in the automotive retail and service industries, general economic conditions both nationally and locally, governmental regulations, legislation and Asbury's ability to capitalize on its restructuring programs and other operational strategies, Asbury's ability to leverage gains from its dealership portfolio, and Asbury's ability to stay within its targeted range for capital expenditures. There can be no guarantees that Asbury's plans for future operations will be successfully implemented or that they will prove to be commercially successful.

These and other risk factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements are and will be discussed in Asbury's filings with the Securities and Exchange Commission from time to time, including its most recent annual report on Form 10-K. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

  ASBURY AUTOMOTIVE GROUP, INC.
  CONSOLIDATED STATEMENTS OF INCOME
  (In millions, except per share data)
  (Unaudited)

                                              For the Three Months
                                                      Ended
                                                   March 31,
                                                   ---------
                                                 2010         2009
                                                 ----         ----

  REVENUES:
      New vehicle                              $528.8       $432.6
      Used vehicle                              252.4        208.2
      Parts and service                         152.8        158.8
      Finance and insurance, net                 26.0         20.5
                                                 ----         ----

          Total revenues                        960.0        820.1

  COST OF SALES:
      New vehicle                               493.0        405.4
      Used vehicle                              229.8        188.5
      Parts and service                          74.3         80.8
                                                 ----         ----

          Total cost of sales                   797.1        674.7
                                                -----        -----

  GROSS PROFIT                                  162.9        145.4

  OPERATING EXPENSES:
      Selling, general and administrative       129.1        120.7
      Depreciation and amortization               5.7          5.9
      Other operating income, net                (0.4)        (0.4)
                                                 ----         ----

          Income from operations                 28.5         19.2

  OTHER EXPENSE:
      Floor plan interest expense                (4.1)        (4.9)
      Other interest expense                     (9.5)        (9.8)
      Convertible debt discount
       amortization                              (0.4)        (0.5)
                                                 ----         ----

          Total other expense, net              (14.0)       (15.2)
                                                -----        -----

          Income before income taxes             14.5          4.0

  INCOME TAX EXPENSE                              5.6          1.4
                                                  ---          ---

  INCOME FROM CONTINUING OPERATIONS               8.9          2.6

  DISCONTINUED OPERATIONS, net of tax            (1.5)        (2.3)
                                                 ----         ----

  NET INCOME                                     $7.4         $0.3
                                                 ====         ====

  EARNINGS  PER COMMON SHARE:
      BASIC -
          Continuing operations                 $0.28        $0.08
          Discontinued operations               (0.05)       (0.07)
                                                -----        -----

              Net income                        $0.23        $0.01
                                                =====        =====

      DILUTED -
          Continuing operations                 $0.27        $0.08
          Discontinued operations               (0.05)       (0.07)
                                                -----        -----

              Net income                        $0.22        $0.01
                                                =====        =====

  WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING:
      Basic                                      32.2         32.1
                                                 ====         ====

      Diluted                                    33.3         32.4
                                                 ====         ====

  New Vehicle --

                            For the Three Months
                                    Ended               Increase    %
                                 March 31,            (Decrease) Change
                                 ---------            ---------- ------
                               2010           2009
                               ----           ----
                                          (In millions)
  Revenue:
      New vehicle
       revenue-same
       store(1)
          Luxury             $179.2         $142.5        $36.7    26%
          Mid-line
           import             227.9          189.8         38.1    20%
          Mid-line
           domestic            67.4           59.2          8.2    14%
          Value                 6.4            4.6          1.8    39%
                                ---            ---

              Total new
               light
               vehicle
               revenue-same
               store(1)       480.9          396.1         84.8    21%
          Heavy truck          47.9           36.5         11.4    31%
                               ----           ----

              Total new
               vehicle
               revenue-same
               store(1)       528.8          432.6         96.2    22%
      New vehicle
       revenue-acquisitions       -              -
                                ---            ---

              Total new
               vehicle
               revenue, as
               reported      $528.8         $432.6        $96.2    22%
                             ======         ======

  Gross profit:
      New vehicle
       gross
       profit-same
       store(1)
          Luxury              $15.0           $9.8         $5.2    53%
          Mid-line
           import              13.9           11.3          2.6    23%
          Mid-line
           domestic             5.0            4.2          0.8    19%
          Value                 0.2            0.3         (0.1) (33)%
                                ---            ---

              Total new
               light
               vehicle
               gross
               profit-same
               store(1)        34.1           25.6          8.5    33%
          Heavy truck           1.7            1.6          0.1     6%
                                ---            ---

              Total new
               vehicle
               gross
               profit-same
               store(1)        35.8           27.2          8.6    32%
      New vehicle
       gross
       profit-acquisitions        -              -
                                ---            ---

              Total new
               vehicle
               gross
               profit, as
               reported       $35.8          $27.2         $8.6    32%
                              =====          =====

                                     For the Three
                                      Months Ended    Increase    %
                                       March 31,     (Decrease) Change
                                                     ---------- ------
                                     2010       2009
                                     ----       ----
  New vehicle units:
      New vehicle retail
       units-same store(1)
          Luxury                    3,715      3,076      639      21%
          Mid-line import           9,059      7,690    1,369      18%
          Mid-line domestic         1,792      1,763       29       2%
          Value                       304        204      100      49%
                                      ---        ---

              Total new light
               vehicle retail
               units-same store(1) 14,870     12,733    2,137      17%
          Fleet vehicles              486        459       27       6%
                                      ---        ---

              Total new light
               vehicle units-same
               store(1)            15,356     13,192    2,164      16%
          Heavy truck               1,059        584      475      81%
                                    -----        ---

              Total new vehicle
               units-same store(1) 16,415     13,776    2,639      19%
              Total new vehicle
               units-acquisitions       -          -
                                      ---        ---

      New vehicle
       units-actual                16,415     13,776    2,639      19%
                                   ======     ======
  Total new light
   vehicle units-same
   store(1)                        15,356     13,192    2,164      16%
  Total new light
   vehicle
   units-acquisitions                   -          -
                                      ---        ---

  Total new light
   vehicle units                   15,356     13,192    2,164      16%
                                   ======     ======

  New Vehicle Metrics-

                                        For the Three
                                         Months Ended     Increase     %
                                          March 31,      (Decrease) Change
                                          ---------      ---------- ------
                                        2010       2009
                                        ----       ----

  Revenue per new light vehicle
   sold-same store(1)                $31,317    $30,026    $1,291       4%
                                     =======    =======

  Revenue per new heavy truck sold   $45,231    $62,500  $(17,269)   (28)%
                                     =======    =======

  Revenue per new vehicle sold-same
   store(1)                          $32,214    $31,402      $812       3%
                                     =======    =======

  Gross profit per new light vehicle
   sold-same store(1)                 $2,221     $1,941      $280      14%
                                      ======     ======

  Gross profit per new heavy truck
   sold                               $1,605     $2,740   $(1,135)   (41)%
                                      ======     ======

  Gross profit per new vehicle
   sold-same store(1)                 $2,181     $1,974      $207      10%
                                      ======     ======

  New light vehicle gross
   margin-same store(1)                  7.1%       6.5%      0.6%      9%
                                         ===        ===

  New heavy truck gross margin           3.5%       4.4%    (0.9)%   (20)%
                                         ===        ===

  New vehicle gross margin-same
   store(1)                              6.8%       6.3%      0.5%      8%
                                         ===        ===

  (1)  Same store information consists of amounts from dealerships for
  the identical months of each period presented in the comparison,
  commencing with the first full month in which the dealership was
  owned by us.

  Used Vehicle-

                             For the Three Months
                                    Ended             Increase      %
                                  March 31,         (Decrease)   Change
                                  ---------         ----------   ------
                               2010         2009
                               ----         ----
                                (Dollars in millions, except for per
                                           vehicle data)
  Revenue:
      Used vehicle
       retail
       revenues-same
       store(1)
          Light vehicles     $204.9       $169.2        $35.7       21%
          Heavy trucks          1.4          1.9         (0.5)    (26)%
                                ---          ---

          Total used vehicle
           retail
           revenues-same
           store(1)           206.3        171.1         35.2       21%
      Used vehicle
       retail
       revenues-acquisitions      -            -
                                ---          ---

          Total used vehicle
           retail revenues    206.3        171.1         35.2       21%
      Used vehicle
       wholesale
       revenues-same
       store(1)
          Light vehicles       45.2         36.3          8.9       25%
          Heavy trucks          0.9          0.8          0.1       13%
                                ---          ---

          Total used vehicle
           wholesale
           revenues-same
           store(1)            46.1         37.1          9.0       24%
      Used vehicle
       wholesale
       revenues-acquisitions      -            -
                                ---          ---

          Total used vehicle
           wholesale
           revenues            46.1         37.1          9.0       24%
                               ----         ----

          Used vehicle
           revenue, as
           reported          $252.4       $208.2        $44.2       21%
                             ======       ======

  Gross profit:
      Used vehicle
       retail gross
       profit-same
       store(1)
          Light vehicles      $22.7        $19.5         $3.2       16%
          Heavy trucks            -         (0.1)         0.1      100%
                                ---         ----

          Total used vehicle
           retail gross
           profit-same
           store(1)            22.7         19.4          3.3       17%
      Used vehicle
       retail gross
       profit-acquisitions        -            -
                                ---          ---

          Total used vehicle
           retail gross
           profit              22.7         19.4          3.3       17%
      Used vehicle
       wholesale gross
       profit-same
       store(1)
          Light vehicles        0.3          0.7         (0.4)    (57)%
          Heavy trucks         (0.4)        (0.4)           -       -%
                               ----         ----

          Total used vehicle
           wholesale gross
           profit-same
           store(1)            (0.1)         0.3         (0.4)   (133)%
      Used vehicle
       wholesale gross
       profit-acquisitions        -            -
                                ---          ---

          Total used vehicle
           wholesale gross
           profit              (0.1)         0.3         (0.4)   (133)%
                               ----          ---

          Used vehicle gross
           profit, as
           reported           $22.6        $19.7         $2.9       15%
                              =====        =====

  Used vehicle
   retail units:
      Used vehicle
       retail units-same
       store(1)
          Light vehicles     10,897        9,542        1,355       14%
          Heavy trucks           69           60            9       15%
                                ---          ---

          Total used vehicle
           retail units-same
           store(1)          10,966        9,602        1,364       14%
      Used vehicle
       retail
       units-acquisitions         -            -
                                ---          ---

          Used vehicle
           retail
           units-actual      10,966        9,602        1,364       14%
                             ======        =====

  Used Vehicle Metrics-

                                    For the Three Months
                                            Ended           Increase    %
                                         March 31,        (Decrease) Change
                                         ---------        ---------- ------
                                         2010       2009
                                         ----       ----
  Revenue per used light vehicle
   retailed-same store(1)             $18,803    $17,732     $1,071     6%
                                      =======    =======

  Revenue per used heavy truck
   retailed                           $20,290    $31,667   $(11,377) (36)%
                                      =======    =======

  Revenue per used vehicle
   retailed-same store(1)             $18,813    $17,819       $994     6%
                                      =======    =======

  Gross profit per used light
   vehicle retailed-same store(1)      $2,083     $2,044        $39     2%
                                       ======     ======

  Gross profit per used heavy truck
   retailed                                $-    $(1,667)    $1,667   100%
                                          ===    =======

  Gross profit per used vehicle
   retailed-same store(1)              $2,070     $2,020        $50     2%
                                       ======     ======

  Used light vehicle retail gross
   margin-same store(1)                  11.1%      11.5%     (0.4)%  (3)%
                                         ====       ====

  Used heavy truck retail gross
   margin                                  -%     (5.3)%       5.3%  100%
                                          ===      =====

  Used vehicle retail gross
   margin-same store(1)                  11.0%      11.3%     (0.3)%  (3)%
                                         ====       ====

  (1)  Same store information consists of amounts from dealerships for
  the identical months of each period presented in the comparison,
  commencing with the first full month in which the dealership was
  owned by us.

  Parts and Service-

                                    For the Three
                                     Months Ended       Increase     %
                                      March 31,        (Decrease) Change
                                      ---------        ---------- ------
                                   2010        2009
                                   ----        ----
                                          (Dollars in millions)

  Revenue:
      Parts and service
       revenues-same
       store(1)
          Light vehicles         $136.2      $143.2       $(7.0)    (5)%
          Heavy trucks             16.6        15.6         1.0       6%
                                   ----        ----

              Total parts and
               service
               revenue-same
               store(1)           152.8       158.8        (6.0)    (4)%
          Parts and service
           revenues-acquisitions      -           -
                                    ---         ---

              Parts and service
               revenue, as
               reported          $152.8      $158.8       $(6.0)    (4)%
                                 ======      ======

  Gross profit:
      Parts and service
       gross
       profit-same
       store(1)
          Light vehicles          $73.5       $73.1        $0.4       1%
          Heavy trucks              5.0         4.9         0.1       2%
                                    ---         ---

              Total parts and
               service gross
               profit-same
               store(1)            78.5        78.0         0.5       1%
      Parts and service
       gross
       profit-acquisitions            -           -
                                    ---         ---

          Parts and service
           gross profit, as
           reported               $78.5       $78.0        $0.5       1%
                                  =====       =====

      Light vehicle
       parts and
       service gross
       margin-same
       store(1)                    54.0%       51.0%        3.0%      6%
                                   ====        ====

      Heavy truck parts
       and service
       gross margin                30.1%       31.4%      (1.3)%    (4)%
                                   ====        ====

      Parts and service
       gross
       margin-same
       store(1)                    51.4%       49.1%        2.3%      5%
                                   ====        ====

  (1)  Same store information consists of amounts from dealerships for
  the identical months of each period presented in the comparison,
  commencing with the first full month in which the dealership was
  owned by us.

  Finance and Insurance, net-

                                  For the Three
                                      Months          Increase       %
                                 Ended March 31,      (Decrease)  Change
                                 ---------------      ----------  ------
                                   2010      2009
                                   ----      ----
                                     (In millions, except for per
                                            vehicle data)
  Dealership generated F&I,
   net-same store(1)
      Light vehicles              $25.4     $20.0         $5.4       27%
      Heavy trucks                    -       0.1         (0.1)   (100)%
                                    ---       ---

  Dealership generated
   F&I-same store(1)               25.4      20.1          5.3       26%
  Dealership generated
   F&I-acquisitions                   -         -
                                    ---       ---

      Dealership generated F&I,
       net                         25.4      20.1          5.3       26%
  Corporate generated F&I           0.6       0.4          0.2       50%
                                    ---       ---

      Finance and insurance, net
       as reported                $26.0     $20.5         $5.5       27%
                                  =====     =====

  Dealership generated light
   vehicle F&I per vehicle
   sold-same store(1) (2)          $968      $880          $88       10%
                                   ====      ====

  Dealership generated F&I
   per vehicle sold- same
   store(1) (2)                    $928      $860          $68        8%
                                   ====      ====

  Light vehicle F&I per
   vehicle sold-same store(1)      $990      $897          $93       10%
                                   ====      ====

  Heavy truck F&I per vehicle
   sold                               -      $155        $(155)   (100)%
                                    ===      ====

  F&I per vehicle sold-same
   store(1)                        $950      $877          $73        8%
                                   ====      ====

  (1)  Same store information consists of amounts from dealerships for
  the identical months of each period presented in the comparison,
  commencing with the first full month in which the dealership was
  owned by us.
  (2)  Dealership generated F&I per vehicle sold excludes Corporate
  generated F&I.

                                            For the Three Months
                                                   Ended
                                                 March 31,
                                                 ---------
                                               2010        2009
                                               ----        ----
  REVENUE MIX PERCENTAGES:
      New light vehicles                       50.1%       48.3%
      New heavy trucks                          5.0%        4.5%
      Used retail light vehicles               21.3%       20.6%
      Used retail heavy trucks                  0.2%        0.2%
      Used wholesale light vehicles             4.7%        4.4%
      Used wholesale heavy trucks               0.1%        0.1%
      Parts and service light vehicles         14.2%       17.5%
      Parts and service heavy trucks            1.7%        1.9%
      Finance and insurance, net -light
       vehicles                                 2.7%        2.5%
                                                ---         ---

        Total revenue                         100.0%      100.0%
                                              =====       =====

  GROSS PROFIT MIX PERCENTAGES:
      New light vehicles                       20.9%       17.6%
      New heavy trucks                          1.0%        1.1%
      Used retail light vehicles               14.0%       13.4%
      Used retail heavy trucks                   -%      (0.1)%
      Used wholesale light vehicles             0.2%        0.5%
      Used wholesale heavy trucks             (0.3)%      (0.3)%
      Parts and service light vehicles         45.1%       50.3%
      Parts and service heavy trucks            3.1%        3.4%
      Finance and insurance, net -light
       vehicles                                16.0%       14.0%
      Finance and insurance, net -heavy
       trucks                                    -%        0.1%
                                                ---         ---

        Total gross profit                    100.0%      100.0%
                                              =====       =====

  SG&A EXPENSES AS A PERCENTAGE OF
   GROSS PROFIT                                79.3%       83.0%

  ASBURY AUTOMOTIVE GROUP, INC.
  Selected Balance Sheet Data
  (In millions)
  (Unaudited)

                                           December
                                March 31,     31,    Increase    % Change
                                      2010      2009 (Decrease)  --------
                                      ----      ---- ----------

  SELECTED BALANCE SHEET DATA
      Cash and cash equivalents      $29.4     $84.7     $(55.3)      (65)%
      New vehicle inventory          381.9     394.2      (12.3)       (3)%
      Used vehicle inventory          74.8      64.1       10.7         17%
      Parts inventory                 41.6      41.4        0.2         -%
      Total current assets           778.2     815.6      (37.4)       (5)%
      Floor plan notes payable       384.7     434.7      (50.0)      (12)%
      Total current liabilities      534.5     598.8      (64.3)      (11)%

  CAPITALIZATION:
      Long-term debt (including
       current portion)             $536.3    $537.8      $(1.5)        -%
      Shareholders' equity           252.5     243.6        8.9          4%
                                     -----     -----

          Total                     $788.8    $781.4       $7.4          1%

  Brand Mix -New Light Vehicle Revenue by Brand

                               For the Three
                                   Months
                              Ended March 31,
                              ---------------
                               2010       2009
                               ----       ----

  Luxury
      BMW                         9%         9%
      Mercedes-Benz               8%         8%
      Lexus                       6%         5%
      Acura                       4%         4%
      Infiniti                    5%         4%
      Other luxury                5%         6%
                                ---        ---

          Total luxury           37%        36%

  Mid-Line Imports:
      Honda                      22%        25%
      Toyota                     10%        11%
      Nissan                     14%        10%
      Other imports               2%         2%
                                ---        ---

          Total imports          48%        48%

  Mid-Line Domestic:
      Ford                        9%         9%
      General Motors              3%         3%
      Chrysler                    2%         3%
                                ---        ---

      Total domestic             14%        15%

  Value                           1%         1%
                                ---        ---

  Total New Light
   Vehicle Revenue              100%       100%
                                ===        ===

  Asbury Automotive Group, Inc.
  Supplemental Disclosures
  (Dollars in millions, except per share data)
  (Unaudited)

Our operations during 2009 were impacted by certain items that are not core dealership operating items, which we believe are important to highlight when reviewing our results and should not be considered when forecasting our future results.

The non-core items shown in the table below include (i) restructuring costs consisting primarily of severance and retention expenses related to the relocation of our corporate headquarters, (ii) implementation costs associated with transitioning our dealerships to the Arkona dealer management system, and, (iii) a legal settlements benefit related to legal claims arising in, and before, the year 2003.

                                            For the Three Months
                                               Ended March 31,
                                                2010        2009
                                                ----        ----
  Non-core items - expense (income):
          Restructuring costs                      -        $1.3
          Dealer management system
           implementation costs                    -         0.2
          Legal settlements benefit                -        (1.5)
                                                 ---        ----

  Total non-core items                            $-          $-
                                                 ===         ===

      Non-core items per dilutive share           $-          $-
                                                 ===         ===

      Weighted average common shares
       outstanding (diluted)                    33.3        32.4
                                                ====        ====

  Asbury Automotive Group, Inc.
  Summary of Debt Covenants
  As of and for the Period Ended March 31, 2010
  (Dollars in millions, except per vehicle data)
  (Unaudited)

                                                  Wachovia      Credit
                                                  Mortgages   Facilities 
                                                      (1)         (2) 
                                                  ----------  -----------
  Senior Leverage Ratio must be < 3.00: 1.00
  SECURED DEBT (numerator)
    +  Mortgage notes payable (including mortgages
       associated with assets held for sale)                      $167.7
    +  Borrowings under revolving credit facility                      -
    +  Capital lease obligations                                       -
    +  Interest rate obligations                                       -
    +  Other indebtedness                                            0.2

    =  TOTAL SECURED DEBT (ex floorplan)                          $167.9

  EBITDA (denominator)
    +  Net Income - trailing 12 months ("T12")                     $30.5
    +  Add back Losses from discontinued
       operations - T12                                             39.6
    +  Add back Total interest expense (excluding
       floorplan interest) -T12                                     18.6
    +  Add back Income tax expense - T12                            23.3
    +  Add back Depreciation and amortization - T12                    -
    +  Add back Other non-cash charges - T12*                        3.8

    =  CONSOLIDATED EBITDA                                         115.8
    +  Add back Pro forma acquisitions EBITDA
       (as defined)                                                    -
    +  Add back Pro forma rent savings (as defined)                    -
    -  Less Gain on debt extinguishment                             (0.1)

    =  CONSOLIDATED PRO FORMA EBITDA                              $115.7

  SENIOR LEVERAGE RATIO                                             1.45

  *Includes impairment expenses, stock-based compensation expense, deferred
  finance fee amortization and swap amortization.

  (1)  The "Wachovia Mortgages" are the Company's mortgage notes with
  Wachovia Bank, National Association and Wachovia Financial Services, Inc.

  (2)  The "Credit Facilities" are the Company's revolving credit facility 
  with Bank of America, as administrative agent, and the Company's used 
  vehicle floor plan facility with J.P. Morgan Chase Bank, N.A. and Bank of
  America, N.A.

  Fixed Charge Coverage Ratio must be > 1.20: 1:00

  EBITDAR (numerator)
  +   Net Income - trailing 12 months ("T12")                $30.5   $30.5
  +   Add back Losses from discontinued operations - T12      39.6    39.6
  +   Add back Total interest expense (ex floorplan) - T12    18.6    18.6
  +   Add back Income tax expense - T12                       23.3    23.3
  +   Add back Other non-cash charges - T12 (as defined)*     10.8     3.8
  -   Less Gain on debt extinguishment                           -    (0.1)
  +   Add back Non-recurring items - T12 (as defined)**        4.8       -
                                                               ---     ---

  =   CONSOLIDATED EBITDA                                    127.6   115.7
  +   PLUS Required principal payments - T12 (Rent)           41.7    41.7
  -   LESS Capital expenditures (as defined)                 (16.0)  (12.0)
                                                            ------   -----

  =   TOTAL EARNINGS AVAILABLE FOR FIXED CHARGES            $153.3  $145.4
                                                            ======  ======

  FIXED CHARGES (denominator)
  +   Total interest expense (ex Floorplan Interest) - T12    39.6    39.6
  -   LESS Interest associated with convertible notes - T12   (1.7)   (1.7)
  +   PLUS Required principal payments - T12                   8.7     8.7
  +   PLUS Rental expense - T12                               41.7    41.7
                                                              ----    ----

  =   TOTAL FIXED CHARGES                                    $88.3   $88.3
                                                             =====   =====

  FIXED CHARGE COVERAGE RATIO                                 1.74    1.65

  Current Ratio must be > 1.20: 1:00
  Total current assets (numerator)
  +   Total current assets                                  $778.2  $778.2
       PLUS Available unused commitments under revolving
  +    credit facility                                       125.0   136.7
                                                             -----   -----

  =   TOTAL CURRENT ASSETS                                  $903.2  $914.9
                                                            ======  ======

  Total current liabilities (denominator)
  +   Total current liabilities                             $534.5  $534.5
                                                            ------  ------

  =   TOTAL CURRENT LIABILITIES                             $534.5  $534.5
                                                            ======  ======

  CURRENT RATIO                                               1.69    1.71

  Adjusted Net Worth must be > $350 million
    Stockholders' equity                                    $252.5
       LESS 50% of net income subsequent to March 31, 2008
  -    (to the extent net income is positive)                    -
       LESS Proceeds from stock option exercises subsequent
   -   to March 31, 2008                                      (1.6)
  +   ADD Impairment expenses, net of tax                    383.0
                                                             -----

  =   ADJUSTED NET WORTH                                    $633.9

  *  Includes impairment expenses, stock-based compensation expense,
  deferred finance fee amortization and swap amortization.
  **  Includes restructuring costs and dealer management system
  transition costs.