Ex-4.1 Second Amendment to Five-Year Credit Agreem



 





Exhibit 4.1




SECOND AMENDMENT




     SECOND AMENDMENT, dated as of July 18, 2007 (this “Amendment”), to the FIVE-YEAR
CREDIT AGREEMENT, dated as of July 14, 2005, as amended by the First Amendment thereto dated as of
April 12, 2006, among AUTONATION, INC., a Delaware corporation (the “Borrower”), the
Lenders (as defined below), J.P. MORGAN SECURITIES INC. (“JPMorgan”) and BANC OF AMERICA
SECURITIES LLC, as co-lead arrangers and joint bookrunners, BANK OF AMERICA, N.A., as syndication
agent, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the
“Administrative Agent”), and the other agents party thereto (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”).



W I T N E S S E T H:




     WHEREAS, the Borrower has requested certain amendments to the Credit Agreement as more fully
set forth herein; and



     WHEREAS, the lenders party hereto (including New Lenders (as defined below)) (the
“Lenders”) have agreed to such amendments but only on the terms and conditions contained in
this Amendment.



     NOW, THEREFORE, the parties hereto hereby agree as follows:



     SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.



     SECTION 2. Amendments. Effective as of the date on which all the conditions precedent
set forth in Section 4 hereof shall be satisfied (such date, the “Effective Date”), the
Credit Agreement shall be amended as follows:



     (a) The table set forth in the definition of “Pricing Grid” is hereby replaced with the
following table:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	 	Applicable	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Eurodollar	 	 	Base Rate	 	 	 	 	 	 	Applicable	 
	 	 	 	 	 	 	Margin	 	 	Margin	 	 	Applicable	 	 	Base Rate	 
	 	 	 	 	 	 	(Revolving and	 	 	(Revolving	 	 	Eurodollar	 	 	Margin	 
	 	 	Applicable	 	 	Swing Line	 	 	and Swing	 	 	Margin (Term	 	 	(Term	 
	Ratings	 	Facility Fee	 	 	Loans)	 	 	Line Loans)	 	 	Loans)	 	 	Loans)	 
	Baa1/BBB+ or
higher
	 	 	8.0	 	 	 	42.0	 	 	 	0	 	 	 	50.0	 	 	 	0	 
	Baa2/BBB
	 	 	10.0	 	 	 	52.5	 	 	 	0	 	 	 	62.5	 	 	 	0	 
	Baa3/BBB-
	 	 	12.5	 	 	 	62.5	 	 	 	0	 	 	 	75.0	 	 	 	0	 
	Ba1/BB+
	 	 	15.0	 	 	 	72.5	 	 	 	0	 	 	 	87.5	 	 	 	0	 
	Ba2/BB
	 	 	20.0	 	 	 	92.5	 	 	 	0	 	 	 	112.5	 	 	 	12.5	 
	Ba3/BB- or lower
	 	 	25.0	 	 	 	125.0	 	 	 	25.0	 	 	 	150.0	 	 	 	50.0	 






 









 





     (b) The definition of “Stated Termination Date” is hereby changed to July 18, 2012.



     (c) Section 2.13(b) of the Credit Agreement is hereby replaced with “[INTENTIONALLY OMITTED]”



     (d) Section 4.7 of the Credit Agreement is hereby amended and restated in its entirety as
follows:




     “4.7 Replacement Lenders. The Borrower may, in its sole discretion,
on ten (10) Business Days’ prior written notice to the Administrative Agent and a
Lender, cause a Lender that (a) is or may become entitled to receive any
indemnification payment, additional amount or other compensation under this Article
IV or that fails to make Loans for the reasons provided in this Article IV or (b)
does not consent to any proposed amendment, supplement, modification, consent or
waiver of any provision of this Agreement or any other Loan Document that requires
the consent of each of the Lenders or each of the Lenders affected thereby (so long
as the consent of the Required Lenders has been obtained), to (and such Lender
shall) assign pursuant to Section 11.1 hereof (with such Lender being deemed to have
executed an Assignment and Assumption for the purpose of effecting such assignment),
all of its rights and obligations under this Agreement to another Lender, an
Affiliate of another Lender or a Person reasonably acceptable to the Administrative
Agent and designated by the Borrower which is willing to become a Lender for a
purchase price equal to the outstanding principal amount of the Loans payable to
such Lender, together with any accrued but unpaid interest on such Loans, any
accrued but unpaid fees with respect to such Lender’s Revolving Credit Commitment
and any other amounts payable to such Lender under this Agreement; provided,
that any expenses or other amounts which would be owing to such Lender pursuant to
any indemnification provision hereunder shall be payable by the Borrower to such
Lender. The replacement Lender under this Section shall pay the applicable
processing fee under Section 11.1.”



     (e) Section 8.1(a) of the Credit Agreement is hereby amended and restated in its entirety as
follows:




     “(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio as at the last day of any Four-Quarter Period ending prior to December 31,
2009 to be greater than 3.00 to 1.00 and for any Four-Quarter Period ending on or
after December 31, 2009 to be greater than 2.75 to 1.00.”



     SECTION 3. New Lenders; Prepayment and Funding on Effective Date.



     (a) By executing this Amendment on or prior to the Effective Date, each institution
not a party to the Credit Agreement prior to the Effective Date (each, a “New Lender”)
agrees to and
shall, as of the Effective Date, join the Credit Agreement (as amended pursuant to this Amendment)
as a Lender.



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     (b) Exhibit A to the Credit Agreement is hereby updated as provided in Annex I to this
Amendment. To facilitate the effectiveness of this Amendment, on the Effective Date, the Borrower
will (i) prepay all then outstanding Loans, (ii) reborrow Term Loans from the relevant Lenders in
the respective amounts set forth on Annex I hereto and (iii) reborrow Revolving Credit Loans, in
such amount as is determined by the Borrower, from the relevant Lenders ratably in accordance with
the adjusted Revolving Credit Commitments reflected on Annex I hereto. Such borrowings shall be
made in accordance with the applicable provisions of the Credit Agreement, with appropriate
adjustments as agreed by the Administrative Agent and the Borrower in the case of the Term Loans.



     SECTION 4. Conditions to Effectiveness. This Amendment shall become effective upon
the date on which each of the following conditions shall have been satisfied:



     (a) the Administrative Agent shall have received this Amendment, executed and delivered by a
duly authorized officer of (i) the Borrower, (ii) the Administrative Agent and (iii) each Lender;



     (b) the Administrative Agent shall have received, on behalf of each Lender, a consent fee
equal to 0.125% of such Lender’s Revolving Commitment and/or Term Loan under the Credit Agreement
as amended by this Amendment (the “Amended Credit Agreement”); and



     (c) the Administrative Agent shall have received evidence that all fees payable by the
Borrower on the Effective Date to the Administrative Agent required pursuant to Section 6 hereof
have been paid in full.



     SECTION 5. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and each Lender that:



     (a) The Borrower has the power and authority to execute, deliver and perform this Amendment
and to borrow under the Amended Credit Agreement. The Borrower has taken all necessary corporate
or other action to authorize the execution, delivery and performance of this Amendment and to
authorize the borrowings under the Amended Credit Agreement. No material consent, approval or
authorization of or filing, registration or qualification with, any Governmental Authority or other
authority or any other Person on the part of the Borrower or any Subsidiary is required as a
condition to the execution, delivery, performance or consummation of the transactions contemplated
by this Amendment, except consents, approvals, filings, registrations or qualifications which have
been obtained or effected, as the case may be and are in full force and effect. This Amendment has
been duly executed and delivered on behalf of the Borrower. This Amendment constitutes a legal,
valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally
and by general equitable principles (whether enforcement is sought by proceedings in equity or at
law).



     (b) The execution, delivery and performance of this Amendment will not violate any applicable
law, rule or regulation or conflict with any material indenture, agreement or other instrument to
which the Borrower is a party, or by which the properties or assets of the Borrower is bound and
will not result in the creation or imposition of any Lien, charge or encumbrance of any nature
whatsoever upon any of the properties or assets of the Borrower pursuant to any such agreement.



     (c) Each of the representations and warranties made by any Loan Party herein or in the Loan
Documents as amended by this Amendment is true and correct on and as of the Effective Date,
as if made on and as of such date (except that any representation or warranty which by its
terms is made as of an earlier date shall be true and correct as of such earlier date).



3









 





     (d) There does not exist any Default or Event of Default.



     SECTION 6. Payment of Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses
incurred in connection with this Amendment, any other documents prepared in connection herewith and
the transactions contemplated hereby, including the reasonable fees and expenses of counsel to the
Administrative Agent to the extent invoiced three Business Days prior to or on the Effective Date
(which may include amounts constituting reasonable estimates of such fees and expenses incurred or
to be incurred in connection with this Amendment; provided that no such estimate shall
thereafter preclude the final settling of accounts as to such fees and expenses).



     SECTION 7. No Other Amendment or Waivers; Confirmation. Except as expressly provided
hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are
and shall remain in full force and effect. The amendments contained herein shall not be construed
as an amendment of any other provision of the Credit Agreement or the other Loan Documents or for
any purpose except as expressly set forth herein or a consent to any further or future action on
the part of the Borrower that would require the waiver or consent of the Administrative Agent or
the Lenders.



     SECTION 8. GOVERNING LAW; MISCELLANEOUS. (a) THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     (b) On and after the Effective Date, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein”, or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”,
“thereof”, or words of like import referring to the Credit Agreement shall mean and be a reference
to the Amended Credit Agreement.



     (c) This Amendment may be executed by one or more of the parties to this Agreement on any
number of separate counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Amendment signed by all the
parties shall be lodged with the Borrower and the Administrative Agent. This Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.



     (d) The Administrative Agent shall give notice to the Borrower promptly upon the occurrence of
the “Effective Date.”



     (e) The execution and delivery of this Amendment by any Lender shall be binding upon each of
its successors and assigns (including assignees of its Loans or Revolving Credit Commitments in
whole or in part prior to effectiveness hereof).



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first
above written.



	 	 	 	 	 
	 	AUTONATION, INC.

 	 
	 	By:  	/s/ James J. Teufel
 	 
	 	 	Name:  	James J. Teufel 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as
Administrative Agent and as Lender

 	 
	 	By:  	/s/ Robert P. Kellas
 	 
	 	 	Name:  	Robert P. Kellas 	 
	 	 	Title:  	Executive Director 	 
	 



Signature page to Second Amendment

to AutoNation Credit Agreement





 









 





	 	 	 	 	 
	 	Name of Institution: BANK OF AMERICA,

N.A., as Syndication Agent

 	 
	 	By:  	/s/ K.W. Winston, III
 	 
	 	 	Name:  	K.W. Winston, III 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature page to Second Amendment

to AutoNation Credit Agreement





 









 





	 	 	 	 	 
	 	Name of Institution: BANK OF AMERICA,

N.A., as a Lender

 	 
	 	By:  	/s/ K.W. Winston, III
 	 
	 	 	Name:  	K.W. Winston, III 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature page to Second Amendment

to AutoNation Credit Agreement





 









 





	 	 	 	 	 
	 	Name of Institution: Toyota Motor Credit

Corporation

 	 
	 	By:  	/s/ Mark Doi
 	 
	 	 	Name:  	Mark Doi 	 
	 	 	Title:  	National Dealer Credit Manager 	 
	 



Signature page to Second Amendment

to AutoNation Credit Agreement





 









 





	 	 	 	 	 
	 	Wachovia Bank, National Association

 	 
	 	By:  	/s/ Robert G. McGill Jr.
 	 
	 	 	Name:  	Robert G. McGill Jr. 	 
	 	 	Title:  	Director 	 
	 



Signature page to Second Amendment

to AutoNation Credit Agreement





 









 





	 	 	 	 	 
	 	Name of Institution: Comerica Bank

 	 
	 	By:  	/s/ Joseph M. Davignon
 	 
	 	 	Name:  	Joseph M. Davignon 	 
	 	 	Title:  	First Vice President 	 
	 



Signature page to Second Amendment

to AutoNation Credit Agreement





 









 





	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By:  	/s/ Stacy M. Lewis
 	 
	 	 	Name:  	Stacy M. Lewis 	 
	 	 	Title:  	Director 	 
	 



Signature page to Second Amendment

to AutoNation Credit Agreement




 









 






	 	 	 	 	 
	 	Name of Institution: Sovereign Bank

 	 
	 	By:  	/s/ Stephen F. Delaney
 	 
	 	 	Name:  	Stephen F. Delaney 	 
	 	 	Title:  	Vice President 	 




Signature page to Second Amendment

to AutoNation Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Institution: Fifth Third Bank, A

Michigan Banking Corporation

 	 
	 	By:  	/s/ John A. Marian
 	 
	 	 	Name:  	John A. Marian 	 
	 	 	Title:  	Vice President 	 
	 





Signature page to Second Amendment

to AutoNation Credit Agreement



 









 





	 	 	 	 	 
	 	Name of Institution: Mizuho
Corporate Bank, Ltd.

 	 
	 	By:  	/s/ Makoto Murata
 	 
	 	 	Name:  	Makoto Murata 	 
	 	 	Title:  	Deputy General Manager 	 
	 





Signature page to Second Amendment

to AutoNation Credit Agreement



 









 





	 	 	 	 	 
	 	Name of Institution: Mizuho
Corporate Bank (USA)

 	 
	 	By:  	/s/ Bertram H. Tang
 	 
	 	 	Name:  	Bertram H. Tang 	 
	 	 	Title:  	Senior VP & Team Leader 	 
	 




Signature page to Second Amendment

to AutoNation Credit Agreement



 









 





	 	 	 	 	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/ Corey Billups
 	 
	 	 	Name:  	Corey Billups 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                       /s/ Blake Wright
 	 
	 	 	Name:  	Blake Wright 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 




Signature page to Second Amendment

to AutoNation Credit Agreement



 









 






	 	 	 	 	 
	 	Name of Institution: Wells Fargo
Bank, N.A.

 	 
	 	By:  	/s/ William P. Schmechel
 	 
	 	 	Name:  	William P. Schmechel 	 
	 	 	Title:  	Vice President 	 




Signature page to Second Amendment

to AutoNation Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Institution: Union Bank of California, N.A.

 	 
	 	By:  	/s/ Christine Davis
 	 
	 	 	Name:  	Christine Davis 	 
	 	 	Title:  	Vice President 	 




Signature page to Second Amendment

to AutoNation Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Institution: LaSalle Bank
National Association, a national banking association

 	 
	 	By:  	/s/ Mark J. Nyland
 	 
	 	 	Name:  	Mark J. Nyland 	 
	 	 	Title:  	Vice President 	 




Signature page to Second Amendment

to AutoNation Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Institution: Commercebank N.A.

 	 
	 	By:  	/s/ Fernando Mesia
 	 
	 	 	Name:  	Fernando Mesia 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ Alan Hills
 	 
	 	 	Name:  	Alan Hills 	 
	 	 	Title:  	Vice President & Manager 	 



Signature page to Second Amendment

to AutoNation Credit Agreement




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Institution: E.Sun Commercial

Bank, Ltd., Los Angeles Branch

 	 
	 	By:  	/s/ Benjamin Lin
 	 
	 	 	Name:  	Benjamin Lin 	 
	 	 	Title:  	EVP & General Manager 	 




Signature page to Second Amendment

to AutoNation Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Institution: Cathay United Bank

 	 
	 	By:  	/s/ Allen Y.L. Peng
 	 
	 	 	Name:  	Allen Y.L. Peng 	 
	 	 	Title:  	EVP & GM 	 




Signature page to Second Amendment

to AutoNation Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Institution: Mega
International Commercial Bank Co. Ltd. New York Branch

 	 
	 	By:  	/s/ Tsang-Pei Hsu
 	 
	 	 	Name:  	Tsang-Pei Hsu 	 
	 	 	Title:  	VP & Deputy GM 	 



Signature page to Second Amendment

to AutoNation Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Institution: Hua Nan
Commercial Bank, Ltd., Los Angeles Branch

 	 
	 	By:  	/s/ Oliver C.H. Hsu
 	 
	 	 	Name:  	Oliver C.H. Hsu 	 
	 	 	Title:  	VP & General Manager 	 




Signature page to Second Amendment

to AutoNation Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Institution: THE BANK OF EAST
ASIA, LTD., NEW YORK BRANCH

 	 
	 	By:  	/s/ Stanley H. Kung
 	 
	 	 	Name:  	Stanley H. Kung 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	      /s/ Danny Leung
 	 
	 	 	Name:  	Danny Leung 	 
	 	 	Title:  	Senior Vice President 	 




Signature page to Second Amendment

to AutoNation Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Institution: Chang Hwa
Commercial Bank, Ltd., New York Branch

 	 
	 	By:  	/s/ Jim C.Y. Chen
 	 
	 	 	Name:  	Jim C.Y. Chen 	 
	 	 	Title:  	VP & General Manager 	 
	 




Signature page to Second Amendment

to AutoNation Credit Agreement




 









 









     The foregoing is hereby acknowledged, agreed and consented to by each of the undersigned
Guarantors:



	 	 	 	 	 
	 	EACH OF THE SUBSIDIARIES LISTED ON ANNEX

A HERETO

 	 
	 	By:  	/s/ James J. Teufel
 	 
	 	 	Name:  	James J. Teufel 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	EACH OF THE SUBSIDIARIES LISTED ON ANNEX

B HERETO

 	 
	 	By:  	/s/ James J. Teufel
 	 
	 	 	Name:  	James J. Teufel 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




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Annex A




ACER Fiduciary, Inc.

AN Dealership Holding Corp.

Atrium Restaurants, Inc.

Auto Ad Agency, Inc.

Auto Holding Corp.

AutoNation Corporate Management LLC

AutoNation Enterprises Incorporated

AutoNation Financial Services Corp.

AutoNation Holding Corp.

AutoNation Motors Holding Corp.

AutoNation Vermont, Inc.

AutoNationDirect.com, Inc.

BOSC Automotive Realty, Inc.

Charlie Thomas Courtesy Leasing, Inc.

Corporate Properties Holding, Inc.

Dealership Properties, Inc.

Dealership Realty Corporation

Driver’s Mart Worldwide, Inc.

Empire Services Agency, Inc.

Florida Auto Corp.

Mechanical Warranty Protection, Inc.

Real Estate Holdings, Inc.

Republic Resources Company

Republic Risk Management Services, Inc.

Resources Aviation, Inc.

Rosecrans Investments, LLC

RRM Corporation

RSHC, Inc.

SCM Realty, Inc.

Spitfire Properties, Inc.

The Consulting Source, Inc.

Triangle Corporation




2









 





Annex B




7 Rod Real Estate North, a Limited Liability Company

7 Rod Real Estate South, a Limited Liability Company

Abraham Chevrolet-Miami, Inc.

Abraham Chevrolet-Tampa, Inc.

Al Maroone Ford, LLC

Albert Berry Motors, Inc.

Allison Bavarian

Allison Bavarian Holding, LLC

All-State Rent A Car, Inc.

American Way Motors, Inc.

AN Cadillac of WPB, LLC

AN California Region Management, LLC

AN Chevrolet — Arrowhead, Inc.

AN Chevrolet of Phoenix, LLC

AN CJ Valencia, Inc.

AN Collision Center of Addison, Inc.

AN Corpus Christi Chevrolet, LP

AN Corpus Christi GP, LLC

AN Corpus Christi Imports Adv. GP, LLC

AN Corpus Christi Imports Adv., LP

AN Corpus Christi Imports GP, LLC

AN Corpus Christi Imports II GP, LLC

AN Corpus Christi Imports II, LP

AN Corpus Christi Imports, LP

AN Corpus Christi Motors, Inc.

AN Corpus Christi T. Imports GP, LLC

AN Corpus Christi T. Imports, LP

AN County Line Ford, Inc.

AN East Central Region Management, LLC

AN Florida Region Management, LLC

AN Fremont Luxury Imports, Inc.

AN Imports of Lithia Springs, LLC

AN Imports on Weston Road, Inc.

AN Luxury Imports GP, LLC

AN Luxury Imports Holding, LLC

AN Luxury Imports of Pembroke Pines, Inc.

AN Luxury Imports of San Diego, Inc.

AN Luxury Imports of Sarasota, Inc.

AN Luxury Imports, Ltd.

AN Motors of Delray Beach, Inc.

AN Motors of Scottsdale, LLC

AN Pontiac GMC Houston North GP, LLC

AN Pontiac GMC Houston North, LP

AN Subaru Motors, Inc.

AN Texas Region Management, Ltd.

AN West Central Region Management, LLC

AN/CF Acquisition Corp.




3









 





AN/FMK Acquisition Corp.

AN/GMF, Inc.

AN/KPBG Motors, Inc.

AN/MF Acquisition Corp.

AN/MNI Acquisition Corp.

AN/PF Acquisition Corp.

AN/STD Acquisition Corp.

Anderson Chevrolet

Anderson Chevrolet Los Gatos, Inc.

Anderson Cupertino, Inc.

Appleway Chevrolet, Inc.

Auto Car Holding, LLC

Auto Car, Inc.

Auto Mission Holding, LLC

Auto Mission, Ltd.

Auto West, Inc.

Autohaus Holdings, Inc.

AutoNation Dodge of Pembroke Pines, Inc.

AutoNation Fort Worth Motors, Ltd.

AutoNation GM GP, LLC

AN Imports of Fort Lauderdale, Inc.

AutoNation Imports of Katy GP, LLC

AutoNation Imports of Katy, L.P.

AutoNation Imports of Lithia Springs, Inc.

AutoNation Imports of Longwood, Inc.

AutoNation Imports of Palm Beach, Inc.

AutoNation Imports of Winter Park, Inc.

AutoNation Motors of Lithia Springs, Inc.

AutoNation North Texas Management GP, LLC

AutoNation Northwest Management, LLC

AutoNation Orlando Venture Holdings, Inc.

AutoNation Realty Corporation

AutoNation USA of Perrine, Inc.

AutoNation V. Imports of Delray Beach, LLC

Bankston Auto, Inc.

Bankston Chrysler Jeep of Frisco, L.P.

Bankston CJ GP, LLC

Bankston Ford of Frisco, Ltd. Co.

Bankston Nissan in Irving, Inc.

Bankston Nissan Lewisville GP, LLC

Bankston Nissan Lewisville, Ltd.

Bargain Rent-A-Car

Batfish, LLC

BBCSS, Inc.

Beach City Chevrolet Company, Inc.

Beach City Holding, LLC

Beacon Motors, Inc.

Bell Dodge, L.L.C.

Bengal Motor Company, Ltd.

Bengal Motors, Inc.

Bill Ayares Chevrolet, LLC




4









 





Bledsoe Dodge, LLC

Bob Townsend Ford, Inc.

Body Shop Holding Corp.

Brown & Brown Chevrolet — Superstition Springs, LLC

Brown & Brown Chevrolet, Inc.

Brown & Brown Nissan Mesa, L.L.C.

Brown & Brown Nissan, Inc.

Buick Mart Limited Partnership

Bull Motors, LLC

C. Garrett, Inc.

Carlisle Motors, LLC

Carwell Holding, LLC

Carwell, LLC

Cerritos Body Works Holding, LLC

Cerritos Body Works, Inc.

Cerritos Imports Holding, LLC

Cerritos Imports, Inc.

Champion Chevrolet Holding, LLC

Champion Chevrolet, LLC

Champion Ford, Inc.

Charlie Hillard, Inc.

Charlie Thomas Chevrolet GP, LLC

Charlie Thomas Chevrolet, Ltd.

Charlie Thomas Chrysler-Plymouth, Inc.

Charlie Thomas’ Courtesy Ford, Ltd.

Charlie Thomas’ Courtesy GP, LLC

Charlie Thomas F. GP, LLC

Charlie Thomas Ford, Ltd.

Chesrown Auto, LLC

Chesrown Chevrolet, LLC

Chesrown Collision Center, Inc.

Chesrown Ford, Inc.

Chevrolet World, Inc.

Chuck Clancy Ford of Marietta, LLC

CJ Valencia Holding, LLC

Coastal Cadillac, Inc.

Consumer Car Care Corporation

Contemporary Cars, Inc.

Cook-Whitehead Ford, Inc.

Costa Mesa Cars Holding, LLC

Costa Mesa Cars, Inc.

Courtesy Auto Group, Inc.

Courtesy Broadway, LLC

Covington Pike Motors, Inc.

CT Intercontinental GP, LLC

CT Intercontinental, Ltd.

CT Motors, Inc.

D/L Motor Company

Deal Dodge of Des Plaines, Inc.

Desert Buick-GMC Trucks, L.L.C.

Desert Chrysler-Plymouth, Inc.




5









 





Desert Dodge, Inc.

Desert GMC, L.L.C.

Desert Lincoln-Mercury, Inc.

Dobbs Brothers Buick-Pontiac, Inc.

Dobbs Ford of Memphis, Inc.

Dobbs Ford, Inc.

Dobbs Mobile Bay, Inc.

Dobbs Motors of Arizona, Inc.

Dodge of Bellevue, Inc.

Don Mealey Chevrolet, Inc.

Don Mealey Imports, Inc.

Don-A-Vee Jeep Eagle, Inc.

Downers Grove Dodge, Inc.

Eastgate Ford, Inc.

Ed Mullinax Ford, LLC

Edgren Motor Company, Inc.

Edgren Motor Holding, LLC

El Monte Imports Holding, LLC

El Monte Imports, Inc.

El Monte Motors Holding, LLC

El Monte Motors, Inc.

Elmhurst Auto Mall, Inc.

Emich Chrysler Plymouth, LLC

Emich Dodge, LLC

Emich Oldsmobile, LLC

Emich Subaru West, LLC

Financial Services GP, LLC

Financial Services, Ltd

First Team Automotive Corp.

First Team Ford of Manatee, Ltd.

First Team Ford, Ltd.

First Team Imports, Ltd.

First Team Jeep Eagle, Chrysler Plymouth, Ltd.

First Team Management, Inc.

First Team Premier, Ltd.

Fit Kit Holding, LLC

Fit Kit, Inc.

Ford of Garden Grove Limited Partnership

Ford of Kirkland, Inc.

Fox Chevrolet, LLC

Fox Imports, LLC

Fox Motors, LLC

Fred Oakley Motors, Inc.

Fremont Luxury Imports Holding, LLC

Ft. Lauderdale Nissan, Inc.

G.B. Import Sales & Service Holding, LLC

G.B. Import Sales & Service, LLC

Gene Evans Ford, LLC

George Sutherlin Nissan, LLC

Government Boulevard Motors, Inc.

Gulf Management, Inc.




6









 





Hayward Dodge, Inc.

Hillard Auto Group, Inc.

Hollywood Imports Limited, Inc.

Hollywood Kia, Inc.

Horizon Chevrolet, Inc.

House of Imports Holding, LLC

House of Imports, Inc.

Houston Auto M. Imports Greenway, Ltd.

Houston Auto M. Imports North, Ltd.

Houston Imports Greenway GP, LLC

Houston Imports North GP, LLC

Hub Motor Company, LLC

Irvine Imports Holding, LLC

Irvine Imports, Inc.

Irvine Toyota/Nissan/Volvo Limited Partnership

Jemautco, Inc.

Jerry Gleason Chevrolet, Inc.

Jerry Gleason Dodge, Inc.

Jim Quinlan Chevrolet Co.

Jim Quinlan Ford Lincoln-Mercury, Inc.

Joe MacPherson Ford

Joe MacPherson Imports No. I

Joe MacPherson Infiniti

Joe Macpherson Infiniti Holding, LLC

Joe MacPherson Oldsmobile

John M. Lance Ford, LLC

J-R Advertising Company

J-R Motors Company North

J-R Motors Company South

JRJ Investments, Inc.

J-R-M Motors Company Northwest LLC

Kenyon Dodge, Inc.

King’s Crown Ford, Inc.

L.P. Evans Motors WPB, Inc.

L.P. Evans Motors, Inc.

Lance Children, Inc.

Leesburg Imports, LLC

Leesburg Motors, LLC

Les Marks Chevrolet, Inc.

Lew Webb’s Ford, Inc.

Lew Webb’s Irvine Nissan Holding, LLC

Lew Webb’s Irvine Nissan, Inc.

Lewisville Imports GP, LLC

Lewisville Imports, Ltd.

Lexus of Cerritos Limited Partnership

Lot 4 Real Estate Holdings, LLC

MacHoward Leasing

Machoward Leasing Holding, LLC

MacPherson Enterprises, Inc.

Magic Acquisition Corp.

Magic Acquisition Holding, LLC




7









 





Marks Family Dealerships, Inc.

Marks Transport, Inc.

Maroone Chevrolet Ft. Lauderdale, Inc.

Maroone Chevrolet, LLC

Maroone Dodge, LLC

Maroone Ford, LLC

Maroone Management Services, Inc.

Maroone Oldsmobile, LLC

MC/RII, LLC

Mealey Holdings, Inc.

Metro Chrysler Jeep, Inc.

Midway Chevrolet, Inc.

Mike Hall Chevrolet, Inc.

Mike Shad Chrysler Plymouth Jeep Eagle, Inc.

Mike Shad Ford, Inc.

Miller-Sutherlin Automotive, LLC

Mission Blvd. Motors, Inc.

Mr. Wheels Holding, LLC

Mr. Wheels, Inc.

Mullinax East, LLC

Mullinax Ford North Canton, Inc.

Mullinax Ford South, Inc.

Mullinax Lincoln-Mercury, Inc.

Mullinax of Mayfield, LLC

Mullinax Used Cars, Inc.

Naperville Imports, Inc.

Newport Beach Cars Holding, LLC

Newport Beach Cars, LLC

Nichols Ford, Ltd.

Nichols GP, LLC

Nissan of Brandon, Inc.

Northpoint Chevrolet, LLC

Northpoint Ford, Inc.

Northwest Financial Group, Inc.

Ontario Dodge, Inc.

Orange County Automotive Imports, LLC

Payton-Wright Ford Sales, Inc.

Peyton Cramer Automotive

Peyton Cramer Automotive Holding, LLC

Peyton Cramer F. Holding, LLC

Peyton Cramer Ford

Peyton Cramer Infiniti

Peyton Cramer Infiniti Holding, LLC

Peyton Cramer Jaguar

Peyton Cramer Lincoln-Mercury

Peyton Cramer LM Holding, LLC

Pierce Automotive Corporation

Pierce, LLC

Pitre Buick-Pontiac-GMC of Scottsdale, Inc.

Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc.

Pitre Chrysler-Plymouth-Jeep on Bell, Inc.




8









 





Pitre Isuzu-Subaru-Hyundai of Scottsdale, Inc.

Plains Chevrolet GP, LLC

Plains Chevrolet, Ltd.

PMWQ, Inc.

PMWQ, Ltd.

Port City Imports, Inc.

Prime Auto Resources, Inc.

Quality Nissan GP, LLC

Quality Nissan, Ltd.

Quinlan Motors, Inc.

R. Coop Limited

R.L. Buscher II, Inc.

R.L. Buscher III, Inc.

Republic DM Property Acquisition Corp.

RI Merger Corp.

RI/ASC Acquisition Corp.

RI/BB Acquisition Corp.

RI/BBNM Acquisition Corp.

RI/BRC Real Estate Corp.

RI/DM Acquisition Corp.

RI/Hollywood Nissan Acquisition Corp.

RI/LLC Acquisition Corp.

RI/LLC-2 Acquisition Corp.

RI/PII Acquisition Corp.

RI/RMC Acquisition GP, LLC

RI/RMC Acquisition, Ltd.

RI/RMP Acquisition Corp.

RI/RMT Acquisition GP, LLC

RI/RMT Acquisition, Ltd.

RI/WFI Acquisition Corporation

RKR Motors, Inc.

Roseville Motor Corporation

Roseville Motor Holding, LLC

Sahara Imports, Inc.

Sahara Nissan, Inc.

Saul Chevrolet Holding, LLC

Saul Chevrolet, Inc.

Service Station Holding Corp.

Shamrock F. Holding, LLC

Shamrock Ford, Inc.

Six Jays LLC

SMI Motors Holding, LLC

SMI Motors, Inc.

Smythe European Holding, LLC

Smythe European, Inc.

Southwest Dodge, LLC

Star Motors, LLC

Steakley Chevrolet GP, LLC

Steakley Chevrolet, Ltd.

Steeplechase Motor Company

Steve Moore Chevrolet Delray, LLC




9









 





Steve Moore Chevrolet, LLC

Steve Moore’s Buy-Right Auto Center, Inc.

Steve Rayman Pontiac-Buick-GMC-Truck, LLC

Stevens Creek Holding, LLC

Stevens Creek Motors, Inc.

Sunrise Nissan of Jacksonville, Inc.

Sunrise Nissan of Orange Park, Inc.

Sunset Pontiac-GMC Truck South, Inc.

Sunset Pontiac-GMC, Inc.

Superior Nissan, Inc.

Sutherlin Chrysler-Plymouth Jeep-Eagle, LLC

Sutherlin H. Imports, LLC

Sutherlin Imports, LLC

Sutherlin Nissan, LLC

Sutherlin Town Center, Inc.

Tartan Advertising, Inc.

Tasha Incorporated

Taylor Jeep Eagle, LLC

Team Dodge, Inc.

Terry York Motor Cars Holding, LLC

Terry York Motor Cars, Ltd.

Texan Ford Sales, Ltd.

Texan Ford, Inc.

Texan Lincoln-Mercury, Inc.

Texan Sales GP, LLC

Texas Management Companies LP, LLC

The Pierce Corporation II, Inc.

Tinley Park A. Imports, Inc.

Tinley Park J. Imports, Inc.

Tinley Park V. Imports, Inc.

Torrance Nissan Holding, LLC

Torrance Nissan, LLC

Tousley Ford, Inc.

Town & Country Chrysler Jeep, Inc.

Toyota Cerritos Limited Partnership

T-West Sales & Service, Inc.

Valencia B. Imports Holding, LLC

Valencia B. Imports, Inc.

Valencia Dodge

Valencia Dodge Holding, LLC

Valencia H. Imports Holding, LLC

Valencia H. Imports, Inc.

Valley Chevrolet, LLC

Vanderbeek Motors Holding, LLC

Vanderbeek Motors, Inc.

Vanderbeek Olds/GMC Truck, Inc.

Vanderbeek Truck Holding, LLC

Village Motors, LLC

Vince Wiese Chevrolet, Inc.

Vince Wiese Holding, LLC

W.O. Bankston Nissan, Inc.




10









 





Wallace Dodge, LLC

Wallace Ford, LLC

Wallace Lincoln-Mercury, LLC

Wallace Nissan, LLC

Webb Automotive Group, Inc.

West Colton Cars, Inc.

West Side Motors, Inc.

Westgate Chevrolet GP, LLC

Westgate Chevrolet, Ltd.

Westmont A. Imports, Inc.

Westmont B. Imports, Inc.

Westmont M. Imports, Inc.

Woody Capital Investment Company II

Woody Capital Investment Company III

Working Man’s Credit Plan, Inc.

York Enterprises Holding, LLC





11









 








ANNEX I




EXHIBIT A

Applicable Commitment Percentages 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Credit	 	 	Revolving	 	 	Term Loan A	 	 	Term	 
	Lender	 	Commitment	 	 	Percentage	 	 	Commitment	 	 	Percentage	 
	JPMorgan Chase Bank, N.A.
	 	$	130,576,924.00	 	 	 	18.653846286	%	 	$	84,423,076.00	 	 	 	14.070512667	%
	Bank of America, N.A.
	 	 	70,000,000.00	 	 	 	10.000000000	%	 	 	60,000,000.00	 	 	 	10.000000000	%
	Toyota Motor Credit Corporation
	 	 	62,500,000.00	 	 	 	8.928571429	%	 	 	62,500,000.00	 	 	 	8.928571429	%
	Wachovia Bank, National Association
	 	 	67,307,692.00	 	 	 	9.615384571	%	 	 	57,692,308.00	 	 	 	9.615384667	%
	Comerica Bank
	 	 	45,769,231.00	 	 	 	6.538461571	%	 	 	39,230,769.00	 	 	 	6.538461500	%
	SunTrust Bank
	 	 	45,769,231.00	 	 	 	6.538461571	%	 	 	39,230,769.00	 	 	 	6.538461500	%
	Sovereign Bank
	 	 	43,076,923.00	 	 	 	6.153846143	%	 	 	36,923,077.00	 	 	 	6.153846167	%
	Fifth Third Bank, A Michigan
Banking Corporation
	 	 	40,384,615.00	 	 	 	5.769230714	%	 	 	34,615,385.00	 	 	 	5.769230833	%
	Wells Fargo Bank, N.A.
	 	 	35,000,000.00	 	 	 	5.000000000	%	 	 	30,000,000.00	 	 	 	4.285714286	%
	Calyon
	 	 	25,000,000.00	 	 	 	4.166666667	%	 	 	40,000,000.00	 	 	 	6.666666667	%
	Mizuho Corporate Bank, Ltd.
	 	 	35,000,000.00	 	 	 	5.000000000	%	 	 	 	 	 	 	 	 
	Mizuho Corporate Bank (USA)
	 	 	 	 	 	 	 	 	 	 	30,000,000.00	 	 	 	4.285714286	%
	Union Bank of California, N.A.
	 	 	32,307,692.00	 	 	 	4.166666667	%	 	 	27,692,308.00	 	 	 	4.615384667	%
	LaSalle Bank National Association
	 	 	21,538,462.00	 	 	 	3.571428571	%	 	 	18,461,538.00	 	 	 	3.076923000	%
	Commercebank, NA
	 	 	8,076,923.00	 	 	 	1.153846143	%	 	 	6,923,077.00	 	 	 	1.153846167	%
	E.Sun Commercial Bank, Ltd., Los
Angeles Branch
	 	 	8,076,923.00	 	 	 	1.153846143	%	 	 	6,923,077.00	 	 	 	1.153846167	%
	Cathay United Bank
	 	 	8,076,923.00	 	 	 	1.153846143	%	 	 	6,923,077.00	 	 	 	1.153846167	%
	Mega International Commercial Bank
Co., Ltd. New York Branch
	 	 	8,076,923.00	 	 	 	1.153846143	%	 	 	6,923,077.00	 	 	 	1.153846167	%
	Hua Nan Commercial Bank, Ltd., Los
Angeles Branch
	 	 	5,384,615.00	 	 	 	0.769230714	%	 	 	4,615,385.00	 	 	 	0.769230833	%
	The Bank of East Asia, Ltd., New
York Branch
	 	 	5,384,615.00	 	 	 	0.769230714	%	 	 	4,615,385.00	 	 	 	0.769230833	%
	Chang Hwa Commercial Bank, Ltd.,
New York Branch
	 	 	2,692,308.00	 	 	 	0.384615429	%	 	 	2,307,692.00	 	 	 	0.384615333	%
	Totals
	 	$	700,000,000	 	 	 	100	%	 	$	600,000,000	 	 	 	100	%