Amendment, dated April 23, 2010



 Exhibit 10.4 

April 23, 2010 

Toyota Motor Sales, U.S.A., Inc. 
 James Lentz,
President 
 19001 South Western Avenue 

Torrance, California 90509 
  

	 	RE:	AutoNation, Inc. Consent Agreement 

 Dear
Mr. Lentz: 
 Reference is made to that certain letter agreement (the “Consent Agreement”), dated as of
January 28, 2009, as extended by that certain extension agreement (the “Extension Agreement”), dated November 23, 2009, by and among Toyota Motor Sales, U.S.A., Inc. (“Toyota”), AutoNation, Inc.
(“AutoNation”), ESL Investments, Inc. and its investment affiliates set forth on Exhibit A to the Consent Agreement and such other investment affiliates of ESL Investments, Inc. or individuals that may be added as
parties to the Consent Agreement from time to time pursuant to paragraph 9 of the Consent Agreement. Capitalized terms used but not defined in this letter agreement shall have the meanings ascribed thereto in the Consent Agreement. 

Each of the parties hereto hereby agrees that paragraph 8 of the Consent Agreement shall be amended by adding the following language at
the end of the last sentence of paragraph 8: 
 ; provided, however, that if at any time after ESL has Owned in
excess of fifty percent (50%) of the outstanding Common Stock, (i) the exercise of options to purchase Common Stock and/or (ii) the issuance or vesting of restricted shares of Common Stock causes ESL to no longer Own in excess of
fifty percent (50%) of the then outstanding Common Stock, then this letter agreement, and Toyota’s waiver and consent hereunder, shall continue to be in effect until any subsequent disposition of Common Stock by ESL during the time when
ESL’s Ownership is not in excess of fifty percent (50%) of the then outstanding Common Stock as a result of such exercise, issuance or vesting. 







 Toyota Motor Sales, U.S.A., Inc. 

Page 2 
 Each of the parties
hereto hereby reaffirms the terms of the Consent Agreement, as extended by the Extension Agreement and as amended by this letter agreement, and agrees that the Consent Agreement, as so extended and amended, shall remain in full force and effect
until terminated in accordance with its terms. 
 This letter agreement (a) may not be amended, waived or modified except
by an instrument in writing signed by Toyota, AutoNation and ESL Investments, Inc. and (b) may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but which when taken together shall constitute
one and the same letter agreement. 
 Please acknowledge your agreement to the foregoing by signing and returning to the
undersigned as soon as possible a counterpart of this letter. 

*        *        *      
  * 







 Toyota Motor Sales, U.S.A., Inc. 

Page 3 
  

	
	Very truly yours,
	
	ESL INVESTMENTS, INC.
	
	/s/ William C. Crowley
	William C. Crowley, President & Chief
	Operating Officer
	
	ESL PARTNERS, L.P.
	
	/s/ William C. Crowley
	William C. Crowley, President & Chief
	Operating Officer of ESL Investments, Inc., the
	ultimate General Partner to ESL Partners, L.P.
	
	ESL INSTITUTIONAL PARTNERS, L.P.
	
	/s/ William C. Crowley
	William C. Crowley, President & Chief
	Operating Officer of ESL Investments, Inc., the
	ultimate General Partner to ESL Institutional
	Partners, L.P.
	
	ESL INVESTORS, L.L.C.
	
	/s/ William C. Crowley
	William C. Crowley, President & Chief
	Operating Officer of ESL Investments, Inc., the
	ultimate Managing Member to ESL Investors,
	L.L.C.
	
	CBL PARTNERS, L.P.
	
	/s/ William C. Crowley
	William C. Crowley, President & Chief
	Operating Officer of ESL Investments, Inc., the
	ultimate General Partner to CBL Partners, L.P.









 Toyota Motor Sales, U.S.A., Inc. 

Page 4 
  

	
	TYNAN, LLC
	
	/s/ William C. Crowley
	William C. Crowley, Managing Member
	
	ESL INVESTMENT MANAGEMENT, L.P.
	
	/s/ William C. Crowley
	William C. Crowley, President & Chief
	Operating Officer of ESL Investments, Inc., the
	ultimate General Partner to ESL Investment
	Management, L.P.
	
	RBS PARTNERS, L.P.
	
	/s/ William C. Crowley
	William C. Crowley, President & Chief
	Operating Officer of ESL Investments, Inc., the
	ultimate General Partner to RBS Partners, L.P.
	
	RBS INVESTMENT MANAGEMENT, L.L.C.
	
	/s/ William C. Crowley
	William C. Crowley, President & Chief
	Operating Officer of ESL Investments, Inc., the
	ultimate Managing Member to RBS Investment
	Management, L.L.C.
	
	/s/ Edward S. Lampert
	Edward S. Lampert
	
	ESL 2008 ANNUITY TRUST I
	
	/s/ Edward S. Lampert
	Edward S. Lampert, Trustee









 Toyota Motor Sales, U.S.A., Inc. 

Page 5 
  

	
	ACKNOWLEDGED AND AGREED TO
	AS OF THE DATE FIRST WRITTEN ABOVE:
	
	TOYOTA MOTOR SALES, U.S.A., INC.
	
	/s/ James Lentz
	James Lentz, President
	
	AUTONATION, INC.
	
	/s/ Michael E. Maroone
	Michael E. Maroone, President