Supplemental Indenture



 






Exhibit 4.5




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 3, 2005, among
AutoNation, Inc., a Delaware corporation (the “Company”), AN CJ Valencia, Inc.; AN Motors of Delray
Beach, Inc.; AutoNation V. Imports of Delray Beach, Inc.; AN Cadillac of WPB, LLC; AN Imports of
Lithia Springs, LLC; Courtesy Broadway, LLC; AN Chevrolet of Phoenix, LLC f/k/a Lou Grubb
Chevrolet, LLC; AN Chevrolet — Arrowhead, Inc. f/k/a Lou Grubb Chevrolet-Arrowhead, Inc.; AN Motors
of Scottsdale, LLC f/k/a Lou Grubb Ford, LLC; AN Florida Region Management, LLC f/k/a AutoNation
South Florida Management, LLC; AN East Central Region Management, LLC f/k/a AutoNation Southeast
Management, LLC; AN West Central Region Management, LLC f/k/a AutoNation Denver Management, LLC; AN
California Region Management, LLC f/k/a AutoNation Southern California Management, LLC; AN Texas
Region Management, Ltd. f/k/a AutoNation North Texas Region Management, LP; AN/GMF, Inc. f/k/a Golf
Mill Ford, Inc.; Fox Motors, LLC f/k/a Fox Buick Isuzu, LLC; AN Imports on Weston Road, Inc. f/k/a
M S and S Toyota, Inc.; AN Imports of Henderson, LLC; AN Imports of Reno, LLC; and AutoNation
Vermont, Inc. f/k/a AutoNation Insurance Company, Inc. (each a “Guaranteeing Subsidiary” and
collectively, the “Guaranteeing Subsidiaries”), each of which is a direct or indirect subsidiary of
the Company (or its permitted successor), and Wells Fargo Bank Minnesota, National Association, as
trustee under the indenture referred to below (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company has heretofore executed and delivered to the Trustee the indenture (as
amended, the “Indenture”), dated as of August 10, 2001 (and supplemented as of April 30, 2002,
November 7, 2002 and March 29, 2004), providing for the issuance of 9% Senior Notes due 2008 (the
"Notes”);



     WHEREAS, the Indenture provides that each Guaranteeing Subsidiary shall execute and deliver to
the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall
unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the
terms and conditions set forth herein (the “Guarantee”); and



     WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, the Guaranteeing
Subsidiaries and the Trustee mutually covenant and agree 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. Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows:




	 	(a)	 	To jointly and severally Guarantee to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of the
Indenture, the Notes or the obligations of the Company hereunder or thereunder,
that:






	 	(i)	 	the principal of and interest on the Notes will
be promptly paid by the Company in full when due, whether at maturity,
by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all
other obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be promptly paid by the Company in full or
performed by the Company, all in accordance with the terms hereof and
thereof; and
	 
	 	(ii)	 	in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same will
be promptly paid by the Company in full when due or performed by the
Company in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise.






	 	 	 	Failing payment when due by the Company of any amount so guaranteed or any
performance so guaranteed which failure continues for three days after
demand therefor




 









 






	 	 	 	is made to the Company for whatever reason, the Guarantors shall be jointly
and severally obligated to pay the same immediately.
	 
	 	(b)	 	The obligations hereunder shall be unconditional, irrespective
of the validity, regularity or enforceability of the Notes or the Indenture,
the absence of any action to enforce the same, any waiver or consent by any
Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor.
	 
	 	(c)	 	The following is hereby waived: diligence, presentment, demand
of payment (except as specifically provided in (a) above), filing of claims
with a court in the event of insolvency or bankruptcy of the Company, any right
to require a proceeding first against the Company, protest, notice and all
demands (except as specifically provided in (a) above) whatsoever.
	 
	 	(d)	 	This Guarantee shall not be discharged except (i) by complete
performance of the obligations contained in the Notes and the Indenture or (ii)
as provided in Section 5 hereof.
	 
	 	(e)	 	If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors, or any Custodian, Trustee,
liquidator or other similar official acting in relation to either the Company
or the Guarantors, any amount paid by either to the Trustee or such Holder,
this Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect.
	 
	 	(f)	 	The Guaranteeing Subsidiaries shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
	 
	 	(g)	 	As between the Guarantors, on the one hand, and the Holders and
the Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 of the Indenture for the
purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6 of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Guarantee, failing payment when due by the
Company which failure continues for three days after demand therefor is made to
the Company.
	 
	 	(h)	 	The Guarantors shall have the right to seek contribution from
any non-paying Guarantor so long as the exercise of such right does not impair
the rights of the Holders under the Guarantee.





     3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Guarantees
shall remain in full force and effect notwithstanding any failure to endorse on each Note a
notation of such Guarantee.



     4. Guaranteeing Subsidiaries May Consolidate, Etc. on Certain Terms. No Guaranteeing
Subsidiary may sell nor otherwise dispose of all or substantially all of its assets, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving Person) another
corporation, Person or entity whether or not affiliated with such Guarantor except to the extent
limited by the provisions set forth in the Indenture, including, without limitation, Section 5.1 of
the Indenture.



     5. Releases. The Guarantee of each Guaranteeing Subsidiary will be released in
accordance with the provisions set forth in the Indenture, including, without limitation, Section
10.4 of the Indenture. The Trustee will provide any written confirmation or evidence of the
termination of such Guarantee as reasonably required by the Company. Any Guarantor not released
from its obligations under its Guarantee shall remain liable for the full amount of principal of
and interest on the Notes and for the other obligations of any Guarantor under the Indenture as
provided in Article 10 of the Indenture.



2









 





     6. No Recourse Against Others. No director, officer, employee, incorporator,
stockholder or agent of any of the Guaranteeing Subsidiaries, as such, shall have any liability for
any obligations of the Company or any Guaranteeing Subsidiary under the Notes, the Indenture, any
Guarantees or this Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and
releases all such liability. The waiver and release are part of the consideration for issuance of
the Notes. Such waiver may not be effective to waive liabilities under the federal securities
laws.



     7. New York Law to Govern. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.



     8. 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.



     9. Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.



     10. 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 Guaranteeing
Subsidiaries and the Company.



     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/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Vice President, Associate General Counsel 	 
	 



AN CJ Valencia, Inc.

AN Motors of Delray Beach, Inc.

AutoNation V. Imports of Delray Beach, Inc.

AN Cadillac of WPB, LLC

AN Imports of Lithia Springs, LLC

Courtesy Broadway, LLC

AN Chevrolet of Phoenix, LLC f/k/a Lou Grubb Chevrolet, LLC

AN Chevrolet — Arrowhead, Inc. f/k/a Lou Grubb Chevrolet

     Arrowhead, Inc.

AN Motors of Scottsdale, LLC f/k/a Lou Grubb Ford, LLC

AN Florida Region Management, LLC f/k/a AutoNation South Florida

     Management, LLC

AN East Central Region Management, LLC f/k/a AutoNation

     Southeast Management, LLC

AN West Central Region Management, LLC f/k/a AutoNation Denver

     Management, LLC

AN California Region Management, LLC f/k/a AutoNation Southern

     California Management, LLC

AN/GMF, Inc. f/k/a Golf Mill Ford, Inc.

Fox Motors, LLC f/k/a Fox Buick Isuzu, LLC

AN Imports of Henderson, LLC

AN Imports of Reno, LLC

AN Imports on Weston Road, Inc. f/k/a M S and S Toyota, Inc.

AutoNation Vermont, Inc. f/k/a AutoNation Insurance Company, Inc.




	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 



3









 






	 	 	 	 	 



	 	 	 	 	 
	 	AN Texas Region Management, Ltd. f/k/a AutoNation

      North Texas Region
Management, LP

 	 
	 	By:  	AutoNation North Texas Management GP, LLC
 	 
	 	Its:  	 General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                    /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 



4









 






	 	 	 	 	 



	 	 	 	 	 
	 	Wells Fargo Bank, National Association,

As Trustee

 	 
	 	By:  	/s/ Joseph P. O’Donnell 
 	 
	 	 	Name:  	Joseph P. O’Donnell 	 
	 	 	Title:  	Vice President 	 
	 




5