FIRST AMENDED AND RESTATED LEASE AGREEMENT BETWEEN JEFFREY I. WOOLEY, AS LANDLORD AND ASBURY AUTOMOTIVE TAMPA, L.P., AS TENANT (Hillsborough Avenue Property)

Exhibit 10.20

FIRST AMENDED AND RESTATED LEASE

AGREEMENT

BETWEEN

JEFFREY I. WOOLEY, AS LANDLORD

AND

ASBURY AUTOMOTIVE TAMPA, L.P.,

AS TENANT

(Hillsborough Avenue Property)

FIRST AMENDED AND RESTATED

LEASE AGREEMENT

(Hillsborough Avenue Property)

THIS FIRST AMENDED AND RESTATED LEASE AGREEMENT (the “Lease”) is made and effective this 17th day of September, 1998, by and between JEFFREY I. WOOLEY, having an address of 10000 Lindelaan, Tampa, Florida 33618 (hereinafter called “Landlord”), and ASBURY AUTOMOTIVE TAMPA, L.P., a Delaware limited partnership, having an address of 712 Fifth Avenue, 49th Floor, New York, New York 10019 (hereinafter called “Tenant”).

W I T N E S S E T H :

WHEREAS, on or about September 17, 1998, Landlord entered into that certain Courtesy Dealership Lease Agreement (Hillsborough Avenue Property) (the “Courtesy Lease”) with JIW Enterprises, Inc. and Courtesy Imports of Tampa, Inc. (collectively “Courtesy”), and

WHEREAS, Courtesy assigned the Courtesy Lease to Tenant, and Landlord and Tenant wish to amend and restate the Courtesy Lease as hereinafter set forth.

NOW, THEREFORE, the Courtesy Lease is hereby amended and restated in its entirety as follows:

ARTICLE ONE

Demised Premises, Term and Construction of Improvements

SECTION 1.01. Landlord, for and in consideration of the terms, covenants and conditions herein contained, does hereby demise, lease and let to Tenant, and Tenant does hereby hire and take from Landlord, upon and subject to the terms, covenants and conditions herein contained, the interest of Landlord (other than under this Lease), in the following:

ALL of those certain parcels of land and premises with certain improvements located thereon, said land and premises being more particularly described on Exhibit A attached hereto and made a part hereof and collectively called the “Demised Premises”;

TO HAVE AND TO HOLD the Demised Premises for a term of ten (10) years commencing on September 17, 1998 (the “Commencement Date”) and expiring at midnight on September 16, 2008 (hereinafter called the “term”). Provided this Lease is not in default, Tenant may elect to extend the term of this Lease for one (1) additional term of five (5) years (such additional term period being hereinafter referred to as the “Renewal Term”), in accordance with the terms and conditions of Section 1.02 below.

SECTION 1.02. In the event Tenant elects to extend the term of this Lease as referenced above, the following terms and conditions shall apply:

(i) This Lease must not be in default either at the time of Tenant’s election to renew the term of this Lease or at the time commencement of the Renewal Term; and

(ii) Except as otherwise provided herein, Tenant’s use and occupancy of the Demised Premises during the Renewal Term shall be upon the same terms, covenants and conditions contained herein. All payments on the part of Tenant to be made and all other obligations on the part of Tenant to be performed as provided in this Lease shall continue to be made and performed by Tenant during the Renewal Term;

2

(iii) Tenant shall exercise its right to extend the term of this Lease for the Renewal Term by delivering notice of its intent to renew the tern of this Lease to Landlord in writing by certified mail on or before September 16,2007; and

(iv) There shall be no further or additional right to renew this Lease other than as set forth in this Section 1.02. Any termination of this Lease shall terminate the later right of renewal hereunder.

ARTICLE TWO

Rent

SECTION 2.01. Tenant covenants and agrees to pay to Landlord, promptly when due, without notice of demand and without deduction or set-off of any amount for any reason whatsoever, a fixed “minimum rent” outlined as follows, together with any applicable sales, use or rent taxes. The “minimum rent” shall be paid according to the following schedule:

(i) Annual minimum rent for the first (1st) year of the initial term of this Lease shall be Six Hundred Seventy-Nine Thousand Five Hundred and No/100ths Dollars ($679,500.00), payable in equal monthly installments of Fifty-Six Thousand Six Hundred Twenty-Five and No/100ths Dollars ($56,625.00) a month, together with applicable taxes.

(ii) Commencing with the second (2nd) year of the initial term of this Lease, and at the beginning of each year thereafter during the initial term of this Lease and the Renewal Term, the minimum rent shall be adjusted in accordance with the Consumer Price Index for Urban Wage Earners and Clerical Workers (US. City Average: All Items), issued by the Bureau of Labor Statistics of the U.S. Department of Labor using the year 1982-84 as a base year of 100 (“Index Number”). At the commencement of the second (2nd) Lease Year (as hereinafter defined), the minimum rent shall be adjusted by multiplying the minimum rent paid in the first (1st) year of this Lease by a fraction, the numerator of which shall be the Index Number for the third (3rd) month preceding the commencement of the second (2nd) Lease Year, and the denominator of which shall be the Index Number for the third (3rd) month preceding the Commencement Date of this Lease. At the commencement of each Lease Year thereafter, including any Lease Year which falls within the Renewal Term (if this Lease is renewed as described herein), the minimum rent shall be adjusted by multiplying the minimum rent paid in the preceding Lease Year by a fraction, the numerator of which shall be the Index Number for the third (3rd) month preceding the commencement of the new Lease Year, and the denominator of which shall be the Index Number for the third (3rd) month preceding the commencement of the preceding Lease Year. Notwithstanding the foregoing, however, in no event shall the minimum rent for any Lease Year be less than one hundred two percent (1 02%) of the minimum rent for the preceding Lease Year or more than one hundred six percent (106%) of the minimum rent for the preceding Lease Year. In the event that the index herein referred to ceases to be published during the term of this Lease, or a substantial change is made in the method of establishing such index, then the determination of the adjustment shall be made with the use of such conversion factor, formula or table as may then be published by the Bureau of Labor Statistics, or if none is available, the parties shall accept comparable statistics on the cost of living in the United States, as shall then be computed and published by any agency of the United States, or if none, by a respected financial periodical selected by Landlord. The term “Lease Year” as used herein shall mean consecutive twelve (12) month periods commencing on the Commencement Date, and on each anniversary of the Commencement Date, during the term of this Lease.

3

The minimum rent reserved hereunder shall be payable in equal monthly installments, in advance, on the first (1st) day of each month during the Lease term; provided, however, that upon the execution of this Lease by Tenant, Tenant shall pay to Landlord the installments of minimum rent due for the first month of the initial term of this Lease (together with applicable sales tax, as described below). Tenant shall pay to Landlord, together with the monthly installments of the minimum rent due hereunder, the sales and use tax imposed by the State of Florida on rental payments under commercial leases and any other taxes, impositions or charges which may be payable by Tenant pursuant to the terms of this Lease, including, but not limited to, the terms of Section 3.01 hereof. If the term commences on a date other than the first day of a calendar month or ends on a date other than the last day of a calendar month, monthly rent for the first month of the term or the last month of the term, as the case may be, shall be prorated based upon the ratio that the number of days in the term within such month bears to the total number of days in such month.

SECTION 2.02. All amounts payable under Section 2.01 of this Article, as well as all other amounts payable by Tenant to Landlord under the terms of this Lease, shall be paid at the office of Landlord set forth above, or at such other place as Landlord shall from time to time designate by notice to Tenant, in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment.

SECTION 2.03. In order to secure payment by Tenant of the amounts specified in Section 2.01 of this Article and to secure the performance by Tenant of its duties and obligations under this Lease, Tenant shall upon the execution of this Lease (and in addition to the first month’s rent to be paid to Landlord upon execution of this Lease pursuant to Section 2.01 hereof) deposit with Landlord the sum of Eighty-Eight Thousand and No/100ths Dollars ($88,000.00) in cash (the “Security Deposit”). The Security Deposit shall not bear interest to Tenant, and Landlord shall be entitled to commingle the Security Deposit with Landlord’s other funds. Within ninety (90) days after the expiration or earlier termination of this Lease, Landlord shall (provided an event of default does not then exist) return the Security Deposit to Tenant, less any portion thereof which has been applied by Landlord in accordance with the terms of this Article. If an event of default shall occur or if Tenant fails to surrender the Premises in the condition required by this Lease, Landlord shall have the right (but not the obligation), without prejudice to any other remedy which Landlord may have on account thereof, to apply all or any portion of the Security Deposit to cure such default or to remedy the condition of the Premises. If Landlord so applies the Security Deposit or any portion thereof before the expiration or earlier termination of this Lease, Tenant shall deposit with Landlord, upon demand, the amount necessary to restore the Security Deposit to its original amount. The Security Deposit shall not be considered an advance payment of rent or a measure of Landlord’s damages in the case of a default by Tenant hereunder. Actions by Landlord against Tenant for any breach of this Lease shall in no way be limited or restricted by the amount of this Security Deposit and resort to such deposit shall not waive any other rights or constitute an election of remedies on the part of Landlord. If Landlord shall sell or transfer its interest in the Demised Premises, Landlord shall transfer the Security Deposit to such purchaser or transferee, in which event Tenant shall look solely to the new landlord for the return of the Security Deposit, and Landlord thereupon shall be released from all liability to Tenant for the return of the Security Deposit. It is agreed that this provision shall apply to every sale or transfer made of the Security Deposit to any new landlord. The Security Deposit shall not be assigned or encumbered by Tenant without the prior written consent of Landlord, and any attempt to assign or encumber the Security Deposit without the consent of Landlord shall be void and of no effect.

4

ARTICLE THREE

Expenses, Taxes, Other Charges

SECTION 3.01. Tenant agrees that it will pay without deduction or set-off of any amount for any reason whatsoever, all Real Estate Taxes (as hereinafter defined) which may be imposed upon the Demised Premises during the Term hereof. AU Real Estate Taxes shall be paid by Tenant prior to their delinquency, and Tenant shall, prior to the delinquency of any such Real Estate Taxes, provide Landlord with paid receipts or other suitable evidence of the payment of the same. Real Estate Taxes for any partial years included in the Term shall be prorated between Landlord and Tenant. As used herein, the term “Real Estate Taxes” shall mean and include all personal property taxes relating to the Demised Premises, real estate taxes, special assessments, and all other governmental charges, general or special, ordinary or extraordinary, foreseen as well as unforeseen, of any kind and nature whatsoever, which are levied or assessed by any governmental authority or political subdivision thereof against the Demised Premises or any part thereof.

SECTION 3.02. Tenant shall also pay any tax or excise on rents, gross receipts tax or other tax (including, but not limited to, all applicable sales taxes), however described, which is levied or assessed by the United States of America or the State of Florida, or any other applicable governmental body or political subdivision thereof, against Landlord with respect to the rent, additional rent or other charges reserved under this Lease or as a result of Landlord’s receipt of such rent, additional rent or other charges accruing under this Lease.

SECTION 3.03. Tenant may, but only if in good faith and with reasonable diligence, contest by any and all appropriate administrative, trial, appellate or other proceedings the amount, validity, enforceability or application of any taxes, assessments, charges or other obligations that Tenant is required to pay or perform to any person or entity other than Landlord by any provision of this Lease, and defer payment and discharge thereof during the pendency of such contest, provided that: (i) such contest suspends the collection or enforcement of the item contested, (ii) such contest shall have the effect of preventing the sale, loss or forfeiture of the Demised Premises, or any interest therein, to satisfy such item; (iii) within thirty (30) days after Tenant has been notified of the assertion of such item, Tenant shall have notified Landlord in writing of Tenant’s intention to contest same; (iv) neither Landlord nor Tenant will be subject to any criminal liability; (v) Tenant furnishes such security as may be required by law in connection with each such contest; (vi) the value, usefulness, occupation, enjoyment, operation and marketability of the Demised Premises will not be adversely impaired by any such contest; (vii) Tenant otherwise continues to pay and otherwise perform its obligations under this Lease; (viii) no default otherwise exists in the payment or other performance of Tenant under this Lease; (ix)each such contest is continuously prosecuted diligently to final determination; (x) Tenant pays, defends, indemnifies and holds Landlord harmless of and from any and all losses, judgments, decrees and costs (including all reasonable attorneys’ fees) incurred in connection with each such contest; (xi) Tenant promptly following a final determination of each such contest fully pays and discharges all amounts that may be levied, assessed, charged, imposed or otherwise determined to be payable, together with all penalties, fines, interest, costs and expenses and otherwise complies with such final determination at Tenant’s sole cost and expense; (xii) Landlord is furnished with such security as Landlord reasonably may require to assure compliance with all of the foregoing requirements, it being understood that Landlord will not require any additional security if (a) Tenant has otherwise posted such security as may be required by the taxing authorities or (b) has bonded-off any potential lien or encumbrance on the Demised Premises; and (xiii) such contest is permitted by any mortgagee having a mortgage lien upon the Demised Premises. In this regard, Landlord may require that Tenant shall have deposited with Landlord at such place as Landlord may from time to time in writing appoint, a sum of money which shall be sufficient in the judgment of Landlord to pay in full such item being contested, and all interest which might become due thereon, and shall keep on

5

deposit an amount so sufficient at all times, increasing such amount to cover additional interest whenever, in the judgment of Landlord, such increase is advisable. Any such deposits are to be held without any allowance of interest. So long as all of the foregoing requirements are met and Landlord is promptly reimbursed for all costs and expenses incurred, Landlord will cooperate in connection with any such contest if such cooperation is reasonably required.

SECTION 3.04. It is expressly understood and agreed that Tenant shall not be required to pay any of the following taxes or governmental impositions which shall be imposed against Landlord by any governmental authority, whether federal, state, county, city, municipal, or otherwise, to-wit:

(a) any capital stock tax or other tax imposed against Landlord for the privilege or franchise of doing business as a corporation;

(b) any income tax levied upon or against the income of Landlord, including any rental income derived by Landlord from the Demised Premises;

it being further expressly understood and agreed, however, that nothing in this Article Three shall relieve Tenant of the obligation for the payment of any gross sales, occupational license, privilege, excise or other present or future tax, license, fee or other charge imposed against Landlord by any governmental authority, whether federal, state, county, city, municipal or otherwise, in respect to the ownership, leasing, use, occupation, management, operation, maintenance, repair or rebuilding of the Demised Premises or any portion thereof, irrespective of whether the same shall be measured in whole or in part by the rental or other income derived therefrom by Landlord.

ARTICLE FOUR

Use and Compliance with Law s

SECTION 4.01. Tenant agrees that, unless and to the extent that it shall obtain Landlord’s prior approval, it will not use the Demised Premises, nor will it suffer or permit the same to be used, for any purpose other than as an automotive dealership.

SECTION 4.02. Tenant shall throughout the term hereof, and at no expense whatsoever to Landlord, promptly comply, or cause compliance, with all laws and ordinances (including, without limitation, the Americans with Disabilities Act) and the rules, regulations and requirements of all federal, state, county and municipal governments, and appropriate departments, commissions, boards and officers thereof, foreseen or unforeseen, ordinary as well as extraordinary, and whether or not the same shall presently be within the contemplation of the parties hereto or shall involve any change of governmental policy or require structural or extraordinary repairs, alterations or additions and irrespective of the cost thereof, which may be applicable to the Demised Premises, including, without limitation, the fixtures and equipment thereof and the sidewalks and curbs adjoining the Demised Premises or the use or manner of use of the Demised Premises. TENANT ACCEPTS THE DEMISED PREMISES IN THE ACTUAL “AS-IS” CONDITION IN WHICH THE SAME ARE AS OF THE DATE OF THIS LEASE. For purposes of this Lease, the term “AS-IS” shall not be deemed to limit the representations and warranties made by Landlord or the other Sellers or the indemnification obligations of Landlord or the other Sellers in that certain Asset Exchange Agreement among Asbury Villanova II L.L.C., Tenant, Asbury Automotive Tampa GP L.L.C., J.I.W. Enterprises, Inc., Courtesy Imports of Tampa, Inc., Gulf Auto Holdings, Inc., Courtesy Toyota of Brandon, Inc., Landlord and Douglas M. Tew, dated as of December 19, 1997 (the “Asset Exchange Agreement”); however, any rights, claims or actions which Tenant may have under the Asset Exchange Agreement as a result of any such representations and warranties or pursuant to the indemnification provisions in the Asset Exchange Agreement may not be used as a defense or offset in connection with any claim or action involving this Lease.

6

SECTION 4.03. Tenant shall not during the term hereof maintain, commit or permit the maintenance or commission of any nuisance on or about the Demised Premises. Tenant’s use and occupation shall at all times be in compliance with the ordinances of Hillsborough County and the laws of Florida and of the United States and any regulations thereunder.

SECTION 4.04. Tenant shall at all times and in all respects comply with all federal, state and local laws, ordinances, rules and regulations, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, as amended from time to time, 42 U.S.C. $ 9601, et seq., and the Resource Conservation and Recovery Act, as amended from time to time, 42 U.S.C. $6901, et seq., and the regulations promulgated thereunder (collectively, the “Hazardous Materials Laws”), regarding or relating in any way to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, presence, disposal or transportation of any oil, flammable explosives, asbestos, urea formaldehyde, polychlorinated biphenyls, radioactive materials or waste, or other hazardous, toxic, contaminated or polluting materials, substances or wastes, including without limitation any “hazardous substances,” “hazardous wastes,” “hazardous materials” or “toxic substances” under any such laws, ordinances or regulations (collectively, “Hazardous Materials”).

Tenant shall at its own expense procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for Tenant’s use of the Demised Premises, including, without limitation, discharge of (appropriately treated) materials or waste into or through any sanitary sewer system serving the Demised Premises. Except as discharged into the sanitary sewer in strict accordance and conformity with all applicable Hazardous Materials Laws, Tenant shall cause any and all Hazardous Materials generated or used by Tenant or any other party other than Landlord or its agents or employees in, on or about the Demised Premises during the term of this Lease to be removed from the Demised Premises and transported solely by duly licensed haulers to duly licensed facilities for final disposal of such Hazardous Materials and wastes. Tenant shall in all respects, handle, treat, deal with and manage any and all Hazardous Materials in, on, under or about the Demised Premises in complete conformity with all applicable Hazardous Materials laws and prudent industry practices regarding the management of such Hazardous Materials. All reporting obligations to the extent imposed upon Tenant by Hazardous Materials Laws are solely the responsibility of Tenant. Upon expiration or earlier termination of this Lease, Tenant shall cause all Hazardous Materials generated or used by Tenant or any other party other than Landlord or its agents or employees in, on or about the Demised Premises during the term of this Lease located on the Demised Premises to be removed therefrom and transported for use, storage or disposal in accordance and in compliance with all applicable Hazardous Materials Laws. Tenant acknowledges and agrees that it shall be responsible for and shall perform, at its sole cost and expense, any removal, remediation, cleanup and restoration which may be required with regard to the presence of any Hazardous Materials generated or used by Tenant or any other party other than Landlord or its agents or employees in, on or about the Demised Premises during the term of this Lease or the release of any Hazardous Materials into, onto, above or under the Demised Premises by Tenant or any third party during the term hereof, and Tenant shall perform such remedial action in accordance with all applicable laws, including any and all Hazardous Materials Laws. Further, Tenant shall indemnify, protect, defend (by counsel reasonably acceptable to Landlord), and hold Landlord and Landlord’s officers, employees, directors, agents, stockholders, successors and assigns free and harmless from and against any and all claims, liabilities, penalties, forfeitures, losses, damages, costs and expenses (including attorneys’ fees) or death of or injury to any person or damage to any property whatsoever, including, without limitation, the Demised Premises and any improvements located thereon, arising from or caused in whole or in part, directly or indirectly, by the presence in, on, about or under the Demised Premises of any Hazardous Materials or by Tenant’s failure to comply with any Hazardous Materials Laws or in connection with any removal, remediation, cleanup, restoration and materials required hereunder as a result of the presence of any Hazardous Materials in, on, about or under the Demised Premises with respect to any Hazardous Materials generated, used or released in, on, about or under the Demised Premises by Tenant or any other party other than Landlord or its agents or employees during the

7

term hereof or which may be released in, on, about or under the Demised Premises by Tenant or any other party other than Landlord or its agents or employees during the term hereof as may be required to return the Demised Premises to their condition existing prior to the appearance of any Hazardous Materials thereon. Notwithstanding the foregoing, Tenant shall not take any remedial action in response to the presence of any Hazardous Materials in, on, about or under the Demised Premises nor enter into any settlement agreement, consent, decree or other compromise in respect to any claims relating to or in any way connected with the Demised Premises without first notifying Landlord of Tenant’s intention to do so and affording Landlord ample opportunity to appear, intervene or otherwise appropriately assert and protect Landlord’s interest with respect thereto. In addition, at Landlord’s request, at the expiration of the term of this Lease, Tenant shall remove from the Demised Premises and dispose of all tanks or fixtures installed by Tenant which contain, have contained or are contaminated with, Hazardous Materials, in accordance with all applicable laws.

Tenant shall immediately notify Landlord in writing of (a) any enforcement, clean-up, removal or other governmental or regulatory action instituted, completed or threatened pursuant to any Hazardous Materials Laws; (b) any claim made or threatened by any person against Landlord, or the Demised Premises, relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (c) any reports made to any environmental agency arising out of or in connection with any Hazardous Materials in, on or about the Demised Premises or with respect to any Hazardous Materials removed from the Demised Premises, including, any complaints, notices, warnings, reports or asserted violations in connection therewith. Tenant shall also provide to Landlord, as promptly as possible, and in any event within five business days after Tenant first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Demised Premises or Tenant’s use thereof. Upon written request of Landlord (to enable Landlord to defend itself from any claim or charge related to any Hazardous Materials Law), Tenant shall promptly deliver to Landlord copies of hazardous waste manifests reflecting the legal and proper disposal of all such Hazardous Materials removed from the Demised Premises. All such manifests, to the extent such Hazardous Materials were released, generated or used during the term of this Lease by Tenant or any other party other than Landlord and its agents and employees, shall list the Tenant or its agent as a responsible party and in no way shall attribute responsibility for any such Hazardous Materials to Landlord.

Landlord may, at its expense, commission environmental audits of the Demised Premises at any time after prior written notice to Tenant, it being understood that Landlord shall be responsible for the repair of any damage caused by such environmental audit.

Tenant’s obligations under this Section 4.04 shall survive the expiration or termination of this Lease.

ARTICLE FIVE

Utility Charges

SECTION 5.01. Tenant agrees to pay or cause to be paid all charges for gas, water, sewer, electricity, light, heat, power, telephone or other communication service or other utility or service used, rendered or supplied to, upon or in connection with the Demised Premises throughout the term hereof, and to indemnify Landlord and save it harmless against any liability or damages on such account. Tenant shall also at its sole cost and expense procure or cause to be procured any and all necessary permits, licenses or other authorizations required for the lawful and proper use, occupation, operation and management of the Demised Premises and for the lawful and proper installation and maintenance upon the Demised Premises of wires, pipes, conduits, tubes and other equipment and appliances for use in

8

supplying any such service to or upon the Demised Premises. Tenant expressly agrees that Landlord is not, nor shall it be, required to furnish to Tenant or any other occupant of the Demised Premises, during the term hereof, any water, sewer, gas, heat, electricity, light, power or any other facilities, equipment, labor, materials or services of any kind whatsoever, and Landlord shall not be liable for any loss or damage suffered by Tenant as a result of a failure of any such services to be available to the Demised Premises.

ARTICLE SIX

Indemnification and No Liability of Landlord

SECTION 6.01. Tenant covenants and agrees, at its sole cost and expense, to indemnify and save harmless Landlord against and from any and all loss, cost, damage or claims by or on behalf of any person, firm or corporation, arising from, in or about the Demised Premises during the term hereof, and further to indemnify and save Landlord harmless against and from any and all claims arising from any condition of any building on the Demised Premises, or of any vaults, passageways or spaces therein or appurtenant thereto, or any sidewalks or roadways adjacent thereto, arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed, pursuant to the terms of this Lease, or arising from any act or negligence of Tenant, or any of its agents, contractors, servants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation occurring during the term hereof, in or about the Demised Premises, or upon or under the sidewalks, the parking areas and the roadways, and the land adjacent thereto, and from and against all costs, counsel fees, expenses and liabilities incurred in or about any such claim, action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such a claim, Tenant upon notice from Landlord covenants to resist or defend such action or proceeding by counsel satisfactory to Landlord. The provisions of this Section 6.01 shall not be construed to result in Tenant’s indemnifying Landlord against the consequences of Landlord’s gross negligence or willful misconduct or that of Landlord’s agents or employees; rather, Landlord covenants and agrees, at its sole cost and expense, to indemnify and save harmless Tenant against and from any and all loss, costs, damages or claims by or on behalf of any person, firm or corporation, arising from Landlord’s gross negligence or willful misconduct during the term of this Lease. The obligations under this Section 6.01 shall survive the expiration or termination of this Lease.

SECTION 6.02. In the event of any litigation arising out of or in connection with this Lease or any instrument or documents executed pursuant hereto, the prevailing party shall be entitled to recover all costs, expenses and reasonable attorneys’ fees incurred by it, including, without limitation, those incurred through the pre-trial, trial or appeal stage of any lawsuit, or those incurred in federal bankruptcy or reorganization proceedings, or in connection with enforcing or collecting upon any final judgment.

SECTION 6.03. Except to the extent that the same may be the Sellers’ obligations under the Asset Exchange Agreement, either directly or pursuant to the indemnification provisions thereof, and except to the extent of a breach of any representation or warranty of Landlord that may be contained in this Lease, Tenant further covenants and agrees that Landlord shall not be responsible or liable to Tenant, or any person, firm or corporation claiming by, through or under Tenant for, and Tenant and any such person, firm or corporation claiming by, through or under Tenant hereby release Landlord from any liability whatsoever arising from or by reason of, any defect in any building or buildings on the Demised Premises, or in any engines, boilers, elevators, machinery, electric wiring or fixtures, or other equipment or apparatus or appliances in any such building, or for any failure or defect of water, heat, electric light or power supply, or of any apparatus or appliance in connection therewith, or from any injury or loss or damage to person or property resulting therefrom. Further, except to the extent the same is caused by Landlord’s gross negligence or willful misconduct or that of its agents or employees, Landlord shall not be responsible or liable to Tenant, or any person, firm or corporation claiming by, through or under

9

Tenant, for, and Tenant or any person, firm or corporation claiming by, through or under Tenant hereby release Landlord from, all liability whatsoever arising from any injury, loss or damage to any persons or to the Demised Premises, or to any property of Tenant, or of any other person, contained in or upon the Demised Premises, caused by or arising or resulting from the electric wiring, or plumbing, water, steam, sewerage, or other pipes, or by or from any machinery or apparatus, or by or from any other defect whatsoever, or by or from any injury or damage caused by, arising or resulting from lightning, wind, tempest, water, in, upon or coming through or falling from the roof, skylight, trapdoors, windows, marquees, metal or glass awning, or by or from other actions of the elements, or from any injury or damage caused by or arising, or resulting from acts or negligence of any occupant or occupants of adjacent, contiguous or neighboring premises, or any other cause whatsoever.

ARTICLE SEVEN

Maintenance and Repairs

SECTION 7.01. Tenant shall, throughout the term hereof until the surrender of the Demised Premises (which is governed by Article Fifteen hereof), and, except as may be otherwise expressly provided herein, at no expense whatsoever to Landlord, take good care of the Demised Premises and, subject to the rights of Tenant under Article Nine of this Lease, shall not do or suffer any waste with respect thereto, and Tenant shall, except as may be otherwise expressly provided herein, promptly make all repairs to maintain the Demised Premises in good and lawful order and condition. When used in this Article, the term “repairs” shall include replacement, restoration and/or renewals when necessary. The provisions and conditions of Article Nine applicable to changes or alterations shall similarly apply to repairs required to be done by Tenant under this Article. Tenant shall keep and maintain all portions of the Demised Premises, including, without limitation, the roof and structure of the building and all building equipment, plumbing, and HVAC systems in good working order and condition and shall maintain the sidewalks, in a clean and orderly condition, free of accumulation of water, dirt and rubbish. Except as otherwise provided in Article Fifteen, nothing herein contained shall be construed to prevent Tenant from removing from the Demised Premises its own trade fixtures, furniture, and equipment on the condition, however, that Tenant shall, at its own cost and expense, and it hereby agrees to, repair any and all damages to the Demised Premises resulting from or caused by the removal thereof, and not from ordinary wear and tear.

SECTION 7.02. Tenant shall permit Landlord and the authorized representatives of Landlord to enter the Demised Premises upon reasonable notice at all reasonable times during usual business hours for the purpose of exhibiting or inspecting the same and of making any necessary repairs to the Demised Premises and performing any work therein that may be necessary to comply with any laws, ordinances, rules, regulations or requirements of any public authority, or that may be necessary to prevent waste or deterioration in connection with the Demised Premises, which Tenant is obligated, but has failed, to make, perform, or prevent, as the case may be. Nothing in this Lease shall imply any duty upon the part of Landlord to do any such work or to make any alterations, repairs, additions or improvements to the Demised Premises, of any kind whatsoever except to the extent required as a result of Landlord’s gross negligence or willful misconduct or that of its agents or employees. The performance thereof by Landlord shall not constitute a waiver of Tenant’s default in failing to perform the same. Landlord shall not in any event (except for events caused by Landlord’s default hereunder) be liable for inconvenience, annoyance, disturbance, loss of business or other damage of Tenant or any other occupant of the Demised Premises or part thereof, by reason of making repairs or the performance of any work on the Demised Premises or on account of bringing materials, supplies and equipment into or through the Demised Premises during the course thereof and the obligations of Tenant under this Lease shall not thereby be affected in any manner whatsoever. Landlord shall, however, in connection with the doing of any such work cause as little inconvenience, annoyance, disturbance, loss of business or other damage to Tenant or any such other occupant as may be reasonably possible in the circumstances.

10

ARTICLE EIGHT

Mechanics’ Lien

SECTION 8.01. Tenant shall not suffer or permit any liens to stand against the Demised Premises or any part thereof by reason of any work, labor, services or materials done for, or supplied, or claimed to have been done for, or supplied to, Tenant or anyone holding the Demised Premises or any part thereof through or under Tenant. If any such lien shall at any time be filed against the Demised Premises, Tenant shall cause the same to be discharged of record within thirty (30) days after the date of filing the same, by either payment, deposit or bond. If Tenant shall fail to discharge any such lien within such period, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, procure the discharge of the same either by paying amount claimed to be due by deposit in court or bonding. Any amount paid or deposited by Landlord for any of the aforesaid purposes, and all legal and other expenses of Landlord, including counsel fees, in defending any such action or in or about procuring the discharge of such lien, with all necessary disbursements in connection therewith, together with interest thereon at a rate of twelve percent (12%) per annum from the date of payment or deposit, shall become due and payable forthwith by Tenant to Landlord, or, at the option of Landlord, shall be payable by Tenant to Landlord as additional rent, as provided in Article Twelve hereof.

SECTION 8.02. Nothing in this Lease shall be deemed to be, or construed in any way as constituting, the consent or request of Landlord, expressed or implied, by inference or otherwise, to any person, firm or corporation for the performance of any labor or the furnishing of any materials for any construction, rebuilding, alteration or repair of or to the Demised Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials which might in any way give rise to the right to file any lien against Landlord’s interest in the Demised Premises. Landlord shall have the right to post and keep posted at all reasonable times on the Demised Premises any notices which Landlord shall be required so to post for the protection of Landlord and the Demised Premises from any such lien. Tenant agrees to promptly execute such instruments in recordable form in accordance with the terms and provisions of Florida Statute 713.10. As provided by Chapter 713, Florida Statutes, Landlord hereby notifies all persons and entities that any lien claimed by any party as the result of improving the Demised Premises or any improvements thereon pursuant to a contract with Tenant, or with any person other than Landlord, shall extend to, and only to, the right, title and interest in and to the Demised Premises, if any, of the person contracting for such improvements. This paragraph shall be construed so as to prohibit, in accordance with the provisions of Chapter 713, Florida Statutes, the interest of Landlord in the Demised Premises being subject to any lien for any improvements made by Tenant or any other person on the Demised Premises.

SECTION 8.03. Landlord and Tenant hereby agree to execute a memorandum of lease for recording in the Public Records of Hillsborough County, Florida, in form and substance mutually agreeable to Landlord and Tenant, which memorandum of lease shall contain the terms and conditions of the option to purchase as set forth in Article Thirty-Three hereof and the prohibition on mechanics’ liens as set forth in Section 9.01 hereof. Upon the expiration of the Term of this Lease (including any renewal terms), Landlord and Tenant hereby agree to execute a termination of memorandum of lease for recording in the Public Records of Hillsborough County, Florida, in form and substance mutually agreeable to Landlord and Tenant.

ARTICLE NINE

Alterations

SECTION 9.01. Tenant agrees that it will make no structural alterations to the building or buildings now or hereafter erected upon the Demised Premises or construct any additional improvements on the Demised Premises without the prior written consent of Landlord, which consent shall not be

11

unreasonably withheld or delayed. Landlord’s prior written consent shall not be required in instances of non-structural alterations to the Demised Premises or in instances where structural alterations are required by an automobile manufacturer(s) as a condition of continuing the dealership franchise, but Tenant shall provide prior written notice of any such alteration prior to the commencement of any work. Tenant further agrees that it will not make any other alterations or improvements which would change the character of said building or buildings, or which would weaken or impair the structural integrity, or lessen the value of said building or buildings.

SECTION 9.02. Provided Tenant has obtained in the prior written consent of Landlord in accordance with the terms of Section 9.01 hereof if such consent is required, Tenant is granted the right, at its own cost, to make such alterations, additions, enlargements and improvements in and to the building or buildings now or hereafter erected upon the Demised Premises as it may deem desirable for its use, but subject, however, to the following provisions:

(a) The same shall be performed in a first-class workmanlike manner.

(b) Tenant shall cause such plans and specifications to be prepared and will furnish copies thereof to Landlord prior to the commencement of such alterations, and, in instances where Landlord’s prior consent is required pursuant to Section 9.01 above, no work shall be done except in accordance with plans and specifications approved by Landlord, such approval not to be unreasonably withheld or delayed. Landlord shall be deemed to have approved any plans and specifications submitted by Tenant if Landlord does not disapprove the same within fifteen (15) business days. Tenant further agrees that, before the commencement of any such alterations, it will file such plans and specifications with, and obtain the approval thereof by, all municipal or other governmental departments or authorities having jurisdiction thereof. Copies of all such approvals, authorizations, permits and consents of governmental authorities shall be delivered to and retained by Landlord. Landlord shall execute and deliver to Tenant such consents by Landlord as may be required by any such departments or authorities, it being understood, however, that any such consent or consents by Landlord shall not operate or be construed as a consent by Landlord for the purpose of filing any lien or making any charge of any kind whatsoever against either Landlord or the Demised Premises or as a representation or warranty that such plans and specifications will comply with any applicable laws or regulations.

(c) All such alteration work shall be done subject to, and in accordance with, all applicable laws, rules, regulations, and other requirements of all governmental authorities having jurisdiction thereof and of the local Board of Fire Underwriters or of any similar body.

(d) Tenant shall procure and maintain such insurance as Landlord may reasonably require in connection with such alteration work.

(e) Tenant shall promptly pay and discharge all costs, expenses, damages and other liabilities which may arise in connection with or by reason of such alteration work.

(f) Tenant shall pay the amount of any increase in premiums on insurance policies occasioned by the making of any such alterations.

(g) Except in instances of non-structural alterations to the Demised Premises, Tenant’s contractor must be approved by Landlord, which approval shall not be unreasonably withheld or delayed.

(h) Upon the completion by Tenant of such alteration work, Tenant shall furnish to Landlord (in form and substance reasonably acceptable to Landlord) contractor’s affidavits, full and final waivers of liens, and receipted bills covering all labor and materials expended and used in connection with the performance of such alteration work.

12

SECTION 9.03. All such alterations made by Tenant shall immediately be and become part of the realty and the sole and absolute property of Landlord and shall remain upon and be surrendered with the Demised Premises at the expiration or other termination of this Lease.

ARTICLE TEN

Insurance and Damages

SECTION 10.01. Tenant, at is sole cost and expense, shall obtain and continuously maintain in full force and effect during the term of this Lease policies of insurance covering any and all improvements located on the Demised Premises (the “improvements”) naming the Landlord as loss payee, against (a) loss or damage by fire; (b) loss or damage from such other risks or hazards now or hereafter embraced by an “Extended Coverage Endorsement,” including, but not limited to, windstorm, hail, explosion, vandalism, riot and civil commotion, damage from vehicles, smoke damage, water damage and debris removal; (c) loss for flood if the Demised Premises are in a designated flood or flood insurance area; and (d) loss from so-called explosion, collapse and underground hazards; and (e) loss or damage from such other risks or hazards of a similar or dissimilar nature which are now or may hereafter be customarily insured against with respect to improvements similar in construction, design, general location, use and occupancy to the improvements. At all times, such insurance coverage shall be in an amount equal to one hundred percent (100%) of the then “full replacement cost” of the improvements. “Full Replacement Cost” shall be interpreted to mean the cost of replacing the improvements without deduction for depreciation or wear and tear, and it shall include a reasonable sum for architectural, engineering, legal, administrative and supervisory fees connected with the restoration or replacement of the improvements in the event of damage thereto or destruction thereof. Notwithstanding the foregoing, Tenant shall not be deemed to be in breach of this Section 10.01 if Tenant maintains in force such policies of insurance with respect to such loss or damage as are maintained by the Companies (as the term “Companies” is defined in the Asset Exchange Agreement) as of the date of the Asset Exchange Agreement.

SECTION 10.02. In case of damage to or destruction of any improvements on the Demised Premises or any part thereof by firer other cause, Tenant shall promptly give written notice thereof to Landlord, and Tenant shall, at Tenant’s sole cost and expense, and whether or not the insurance proceeds, if any, shall be sufficient for the purpose, restore, repair, replace, rebuild or alter the same as nearly as possible to its condition immediately prior to such damage or destruction taking into account, however, such reasonable modifications to such improvements to accommodate Tenant’s then existing business conditions, together with such other changes or alterations as may be made at Tenant’s election, all in conformity with and subject to the conditions of Article Nine hereof. Such restorations, repairs, replacements, rebuilding or alterations shall be commenced within ninety (90) days from the date of occurrence of such damage or destruction, which time shall be extended by a time commensurate with any delays due to adjustment of insurance, preparation of plans and specifications, and applications for zoning variances and rezoning and other governmental approvals, and shall thereafter be prosecuted with reasonable diligence, unavoidable delays excepted.

SECTION 10.03.

A. All insurance money paid on account of such damage or destruction shall be paid to and held by Landlord and Tenant as co-trustees and, shall be applied to the payment of the cost of the aforesaid restoration, repairs, replacement, rebuilding or alterations, including the cost of temporary repairs or for the protection of property pending the completion of permanent restoration, repairs, replacements, rebuilding or alterations (all of which temporary repairs, protection of property and permanent restoration, repairs, replacement, rebuilding or alterations are hereinafter collectively referred to as the “restoration”), and shall be paid out to, or at the direction of, Tenant from time to time as such

13

restoration progresses, in installments equal to ninety percent (90%) of the work completed and one hundred percent (100%) of the materials furnished, and shall be received by Tenant for the purpose of paying the cost of such restoration upon the written request of Tenant which shall be accompanied by the following:

(1) a verified certificate signed by Tenant, or a certificate signed by the architect or engineer in charge of such construction, dated not more than thirty (30) days prior to such request, setting forth the following:

(a) that the sum then requested either has been paid by Tenant, or is justly due to contractors, subcontractors, materialmen, engineers, architects or other persons who have rendered services or furnished materials for the restoration therein specified, and giving a brief description of such services and materials and the several amounts so paid or due to each of said persons in respect thereof, and stating that no part of such expenditures has been or is being made the basis, in any previous or then pending request, for the withdrawal of insurance money or has been made out of the proceeds of insurance received by Tenant, and that the sum then requested does not exceed the value of the services and materials described in the certificate;

(b) that except for the amount, if any, stated pursuant to the foregoing subclause (l)(a) in such certificate to be due for services or materials, there is no outstanding indebtedness shown on Tenant’s books or known to the person signing such certificate, after due inquiry, which is due on the date of such certificate for labor, wages, materials, supplies or services in connection with such restoration which, if unpaid, might become the basis of a vendor’s, construction, mechanic’s, laborer’s or materialman’s statutory or similar lien upon such restoration or upon the Demised Premises or any part thereof; and

(c) that the cost, as estimated by the person signing such certificate, of the restoration required to be done subsequent to the date of such certificate in order to complete the same, does not exceed the aggregate of the insurance money remaining in the hands of Landlord, after payment of the sum requested in such certificate; and

(2) a certificate or endorsement of a title insurance company doing business in the city where the Demised Premises are located showing that there has not been filed in the public records of the county where the Demised Premises are located, with respect to the Demised Premises or any part thereof, any vendor’s, construction, mechanic’s, laborer’s, materialman’s or like lien, which has not been discharged of record, except such as will be discharged by payment of the amount then requested; and

(3) lien waivers from all contractors, subcontractors and materialmen performing work on the restoration with regard to any sums previously advanced as part of the restoration, and upon request by Tenant for the balance of such funds upon completion of such restoration, Landlord shall have received, in form and substance reasonably satisfactory to Landlord, a final contractor’s affidavit from the general contractor, and full and final waivers of liens and receipted bills covering all labor and materials expended and used in connection with the restoration.

Any balance of such funds remaining after the completion of such restoration shall be paid to Landlord upon completion of such restoration in accordance with the requirements of this Article Ten. Upon compliance with the foregoing provisions of this Section, Landlord and Tenant shall, out of such insurance money, pay or cause to be paid to Tenant or the persons named (pursuant to subclause (l)(a) of this Section) in such certificate the respective amounts stated therein to have been paid by Tenant or to be due to them, as the case may be.

14

B. If the net insurance money as aforesaid at the time held by Landlord and Tenant shall be insufficient to pay the entire cost of such restoration, Tenant shall pay the deficiency.

C. Upon receipt by Landlord of satisfactory evidence, of the character required by clauses (1), (2) and (3) of this Section, demonstrating that the restoration has been completed and paid for in full and that there are no liens of the character referred to therein, the balance of the insurance money payable to Tenant for such restoration pursuant to the terms hereof shall be paid to Tenant.

D. Anything herein contained to the contrary notwithstanding, in the event of the termination of this Lease pursuant to Article Thirteen or Section 10.06, any and all insurance proceeds then on hand shall be retained by Landlord, and Tenant shall have no right, title, interest or claim thereto or therein whatsoever.

SECTION 10.04. In case of damage to or destruction of any improvements on the Demised Premises by fire or other cause which shall amount to substantially total destruction thereof or shall be of such character as in the judgment of Tenant to require demolition of the remainder thereof, Tenant shall have the right, at its option, either to restore, replace or rebuild the same as provided in this Lease, or to demolish the remainder of the same and to construct, in replacement thereof, a new building, subject in all respects to the provisions of Article Nine hereof and Tenant shall in connection therewith duly and faithfully comply with all of such provisions.

SECTION 10.05. Notwithstanding any damage to or destruction of any improvements on the Demised Premises or any part thereof by fire or other casualty (whether or not the same results in any of the Demised Premises or the improvements thereon being rendered untenantable), and notwithstanding any disruption in Tenant’s use of the Demised Premises resulting from such casualty or from the repair or restoration thereof, in no event shall the rent payable by Tenant hereunder (including the base rent and any Impositions or other charges) be reduced or abated, whether in full or in part, and Tenant shall continue to pay the same to Landlord during the entire period that any or all of the Demised Premises shall remain unrepaired without notice or demand and without abatement, deduction or set-off.

SECTION 10.06. Anything herein to the contrary notwithstanding, if, during the last two (2) years of the initial term, or during the last year of any Renewal Term hereof, the improvements on the Demised Premises shall be so damaged by