Supplemental Indenture, dated as of April 14, 2010



 Exhibit 4.3 

NINTH SUPPLEMENTAL INDENTURE 

NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 14, 2010, among AutoNation, Inc., a
Delaware corporation (the “Company”), the Guarantors listed as signatories hereto (the “Guarantors”), and Wells Fargo Bank, N.A., a national banking association, as trustee (the “Trustee”).

 WHEREAS, the Company and the Trustee have heretofore executed an Indenture (the “Indenture”), dated as of
April 12, 2006 (and supplemented as of August 17, 2006, January 24, 2007, March 19, 2007, October 18, 2007, March 11, 2008, August 12, 2008, February 6, 2009 and February 8,
2010), providing for the issuance of Floating Rate Senior Notes due 2013 (the “Floating Rate Notes”) and 7% Senior Notes due 2014 (the “Fixed Rate Notes” and together with the Floating Rate Notes, the
“Notes”); 
 WHEREAS, Section 9.2 of the Indenture provides that the Company, the Guarantors and the
Trustee may amend the Indenture with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes; 

WHEREAS, the Company has distributed an Offer to Purchase and Consent Solicitation Statement, dated March 31, 2010 (the
“Statement”), and accompanying Letter of Transmittal and Consent (the “Letter of Transmittal”) to the Holders of the Notes in connection with proposed amendments to the Indenture, as further described in the
Statement (the “Proposed Amendments”), that provide for, among other things, elimination from the Indenture of substantially all of the restrictive covenants and certain events of default and the shortening of the notice periods
required to undertake an optional redemption of the Notes; 
 WHEREAS, the Holders of at least a majority of each series of the
outstanding principal amount of the Notes not owned by the Company or any of its affiliates have consented to the Proposed Amendments; and 

WHEREAS, the Company and the Guarantors desire to amend the Indenture, as set forth in Section 2 hereof; and 

WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Company and the
Guarantors. 
 NOW, THEREFORE, the Company, the Guarantors and the Trustee agree as follows for the equal and ratable benefit of
the Holders of the Notes as follows: 
 1. Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture. 
 2. Amendments 

(a) Section 3.1 is hereby deleted and replaced in its entirety with the following: 

“If the Company elects to redeem Floating Rate Notes or Fixed Rate Notes pursuant to the optional redemption provisions of Section 3.7, it
shall furnish to the Trustee, at least 5 days but not more than 







 
90 days before the redemption date, an Officers’ Certificate setting forth (i) the redemption date, (ii) the principal amount of Floating Rate Notes or Fixed Rate Notes, as the
case may be, to be redeemed and (iii) the redemption price or, if then indeterminable, basis for determining the redemption price.” 

(b) Section 3.3 is hereby deleted and replaced in its entirety with the following: 

“If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.7, at least 2 days but not more than 60 days
before the redemption date and, if applicable, no later than 30 days after the closing of the related Public Equity Offering, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to
be redeemed at its registered address (with a copy to the Trustee). The notice shall identify the Notes to be redeemed (including “CUSIP” number(s)) and shall state: (i) the redemption date; (ii) the redemption price or, if then
indeterminable, basis for determining the redemption price; (iii) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note
or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note; (iv) the name and address of the Paying Agent; (v) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price; (vi) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; (vii) the paragraph of the Notes
and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and (viii) that no representation is made as to the correctness or accuracy of the “CUSIP” number, if any, listed in such notice or
printed on the Notes. At the Company’s written request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 5 days
prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the previous paragraph.” 

(c) The following Sections of the Indenture, and any corresponding provisions in the Notes, are hereby deleted in their entirety and
replaced with “[Intentionally Omitted.]”: 
  

			
	 Indenture Section Number
	  	 Caption

		
	 Section 4.3
	  	Reports
		
	 Section 4.4
	  	Compliance Certificate
		
	 Section 4.5
	  	Taxes
		
	 Section 4.6
	  	Stay, Extension and Usury Laws
		
	 Section 4.7
	  	Limitation on Restricted Payments
		
	 Section 4.8
	  	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

  


 2 









			
	 Indenture Section Number
	  	 Caption

		
	 Section 4.9
	  	Limitation on Indebtedness
		
	 Section 4.10
	  	Limitation on Sale of Assets
		
	 Section 4.11
	  	Limitation on Transactions with Affiliates
		
	 Section 4.12
	  	Limitation on Liens
		
	 Section 4.13
	  	Limitation on Unrestricted Subsidiaries
		
	 Section 4.14
	  	Corporate Existence
		
	 Section 4.15
	  	Purchase of Notes upon a Change of Control
		
	 Section 4.16
	  	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries


(d) Clauses (2) and (3) of Section 5.1 of the Indenture, and any corresponding provisions in the Notes, are hereby deleted
and replaced with “[Intentionally Omitted.]” 
 (e) Clauses (3)(a), (4), (6) and (7) of Section 6.1 of
the Indenture are hereby deleted and replaced with “[Intentionally Omitted.]” 
 (f) Any definitions used exclusively
in the provisions of the Indenture or Notes that are deleted pursuant to paragraphs (c), (d) and (e) of this Section 2, and any definitions used exclusively within such definition, are hereby deleted in their entirety from the
Indenture and the Notes. 
 (g) Any and all references in the Indenture and the Notes to clauses, Sections or other terms or
provisions of the Indenture or Notes referred to in paragraphs (c), (d), (e) and (f) of this Section 2 or that have been otherwise deleted pursuant to this Supplemental Indenture and any and all obligations thereunder related solely
to such clauses, Sections, terms or provisions are hereby deleted throughout the Indenture and the Notes, and shall be of no further force and effect. 

3. Effect of Supplemental Indenture. From and after the Amendment Operative Time (as defined below), the Indenture shall be
amended and supplemented in accordance herewith. Each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as amended and
supplemented by this Supplemental Indenture unless the context otherwise requires. The Indenture as amended and supplemented by this Supplemental Indenture shall be read, taken and construed as one and the same instrument, and every Holder
heretofore or hereafter authenticated and delivered under the Indenture as supplemented by this Supplemental Indenture shall be bound thereby. 
  

 3 








 4. Existing Indenture Remains in Full Force and Effect. Except as amended and
supplemented by this Supplemental Indenture, all provisions in the Indenture shall remain in full force and effect. 
 5.
Severability. In case any provision of this Supplemental Indenture is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 

6. Successors. All agreements of the Company and the Guarantors in this Supplemental Indenture will bind their respective
successors. All agreements of the Trustee in this Supplemental Indenture will bind the Trustee’s successor. 
 7.
Effectiveness. This Supplemental Indenture shall become effective and binding on the Company, the Guarantors and the Trustee upon the execution and delivery by the parties to this Supplemental Indenture; provided, however, that
this Supplemental Indenture and the Proposed Amendments shall become operative, and the terms of the Indenture shall be amended, supplemented, modified or deleted hereby, in each case only upon the acceptance for payment of Notes representing at
least a majority of the outstanding Floating Rate Notes and at least a majority of the outstanding Fixed Rate Notes (the “Amendment Operative Time”). 

8. New York Law to Govern. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE. 
 9. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this
Supplemental Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 10. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction
hereof. 
 11. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity, legality or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors. 

[Signature Pages Follow.] 
  

 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
  

			
	AUTONATION, INC.
		
	 By
	 	 /s/ C. Coleman G. Edmunds




			
	Name:	 	C. Coleman G. Edmunds
	Title:	 	 Sr. Vice President, Deputy

General Counsel and Assistant Secretary

	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE



 

			
	 By
	 	 /s/ Martin Reed




			
	Name:	 	Martin Reed
	Title:	 	Vice President


  

			
	GUARANTORS (listed on the following pages)


  


			
	 By
	 	 /s/ C. Coleman G. Edmunds




			
	Name:	 	C. Coleman G. Edmunds
	Title:	 	Authorized Signatory


 Signature
page to Supplemental Indenture for Floating and Fixed Rate Notes 
  

 5 








 AFFIDAVIT OF OUT-OF-STATE EXECUTION 

STATE OF NEW YORK 
 COUNTY OF NEW YORK

 I hereby certify that on this
14th day of April     , 2010, before
me, an officer duly authorized in the County and State aforesaid to take acknowledgments, personally appeared C. Coleman G. Edmunds, as Senior Vice President, Deputy General Counsel of AutoNation, Inc., a Delaware corporation (the
“Company”) and as an authorized signatory of each of the subsidiaries of the Company party to the hereinafter defined Supplemental Indenture (the “Guarantors”), who is personally known to me or who has produced
                                         as
identification, who did/did not take an oath, who is known to me to be the person who executed the Supplemental Indenture, dated as of April 14, 2010 (the “Supplemental Indenture”), by and among the Company, the
Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), to which this Affidavit is attached on behalf of the Company and on behalf of each of the Guarantors in New York, New York, and who acknowledged
before me that be executed the same. 
  

			
	/s/ Perri Thaler
	Notary Public
	
	Perri Thaler
	 Print Name

		
	 My Commission Expires:
	 	 12/15/11










 GUARANTORS 

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. 
 ACER Fiduciary, 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 Central Region Management, LLC 

AN Chevrolet - Arrowhead, Inc. 
 AN Chevrolet of
Phoenix, LLC 
 AN CJ Valencia, Inc. 

AN Collision Center of Addison, Inc. 
 AN
Collision Center of North Houston, Inc. 
 AN Collision Center of Las Vegas, Inc. f/k/a Desert Lincoln-Mercury, Inc. 

AN Collision Center of Tempe, Inc. 
 AN Corporate
Management Payroll Corp. 
 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 Dealership Holding Corp. 

AN Florida Region Management, LLC 
 AN Fremont
Luxury Imports, Inc. 
 AN Imports of Ft. Lauderdale, Inc. 

AN Imports of Lithia Springs, LLC 
 AN Imports of
Spokane, Inc. 
 AN Imports on Weston Road, Inc. 

AN Luxury Imports GP, LLC 
 AN Luxury Imports
Holding, LLC 
 AN Luxury Imports of Palm Beach, Inc. 

AN Luxury Imports of Pembroke Pines, Inc. 
 AN
Luxury Imports of San Diego, Inc. 
 AN Luxury Imports of Sarasota, Inc. 

AN Luxury Imports of Phoenix, Inc. 
 AN Luxury
Imports of Spokane, Inc. 
 AN Luxury Imports of Tucson, Inc. 

AN Luxury Imports, Ltd. 
 AN Motors of Dallas,
Inc. 
 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 Western Region Management, LLC 

AN/CF Acquisition Corp. 
 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. 
 Atrium Restaurants, Inc. 
 Auto
Ad Agency, Inc. 
 Auto Car Holding, LLC 

Auto Car, Inc. 
 Auto Holding, LLC 

Auto Mission Holding, LLC 
 Auto Mission Ltd.

 Auto West, Inc. 
 Autohaus Holdings,
Inc. 
 AutoNation Benefits Company, Inc. 

AutoNation Corporate Management, LLC 
 AutoNation
Dodge of Pembroke Pines, Inc. 
 AutoNation Enterprises Incorporated 

AutoNation Financial Services, LLC 
 AutoNation
Fort Worth Motors, Ltd. 
 AutoNation GM GP, LLC 

AutoNation Holding Corp. 
 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 Holding Corp. 
 AutoNation
Motors of Lithia Springs, Inc. 
 AutoNation North Texas Management GP, LLC 

AutoNation Northwest Management, LLC 
 AutoNation
Orlando Venture Holdings, Inc. 
 AutoNation Oxnard Venture Holdings, Inc. 

AutoNation Realty Corporation 
 AutoNation USA of
Perrine, Inc. 
 AutoNation V. Imports of Delray Beach, LLC 

AutoNationDirect.com, Inc. 
 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 
 Bledsoe Dodge, LLC 

Bob Townsend Ford, Inc. 
 Body Shop Holding Corp.

 BOSC Automotive Realty, Inc. 

Brown & Brown Chevrolet - Superstition Springs, LLC 

Brown & Brown Chevrolet, Inc. 

Brown & Brown Nissan Mesa, LLC 

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 Leasing, Inc. 
 Charlie Thomas F. GP, LLC 

Charlie Thomas Ford, Ltd. 
 Charlie Thomas’
Courtesy Ford, Ltd. 
 Charlie Thomas’ Courtesy GP, LLC 

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. 
 Corporate Properties Holding, 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. 
 Dealership
Properties, Inc. 
 Dealership Realty Corporation 

Desert Buick-GMC Trucks, L.L.C. 
 Desert
Chrysler-Plymouth, Inc. 
 Desert Dodge, Inc. 

Desert GMC, L.L.C. 
 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. 

Driver’s Mart Worldwide, 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 
 Empire
Services Agency, Inc. 
 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. 
 Florida Auto Corp. 
 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. 

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 
 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. 
 Mechanical Warranty
Protection, 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. 

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. 







 Real Estate Holdings, Inc. 

Republic DM Property Acquisition Corp. 
 Republic
Resources Company 
 Republic Risk Management Services, Inc. 

Resources Aviation, Inc. 
 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 
 RRM
Corporation 
 Sahara Imports, Inc. 

Sahara Nissan, Inc. 
 Saul Chevrolet Holding, LLC

 SCM Realty, 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 

Spitfire Properties, Inc. 
 Star Motors, LLC

 Steakley Chevrolet GP, LLC 
 Steakley
Chevrolet, Ltd. 
 Steeplechase Motor Company 

Steve Moore Chevrolet Delray, LLC 
 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
Consulting Source, Inc. 
 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 
 Triangle
Corporation 
 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. 

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