Supplemental Indenture



 






Exhibit 4.4




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 29, 2004, among
AutoNation, Inc., a Delaware corporation (the “Company”), AutoNation North Florida Management, LLC;
AutoNation Denver Management, LLC; AutoNation Southeast Management, LLC; AutoNation Midwest
Management, LLC; AutoNation Southwest Management, LLC; AutoNation North Texas Management, LP;
AutoNation North Texas Management GP, LLC; AutoNation South Texas Management, LP; AutoNation South
Texas Management GP, LLC; Texas Management Companies LP, LLC f/k/a White Bear Auto Center, LLC;
AutoNation Northwest Management, LLC; AutoNation Southern California Management, LLC; AN Corpus
Christi Imports GP, LLC; AN Corpus Christi Imports II GP, LLC; AN Corpus Christi T. Imports GP,
LLC; AN Corpus Christi Imports Adv., LP; AN Corpus Christi Imports Adv. GP, LLC; Bankston CJ GP,
LLC; AutoNation Imports of Katy GP, LLC; Houston Imports Greenway GP, LLC; Houston Imports North
GP, LLC; AN Pontiac GMC Houston North, LP f/k/a AN Chrysler Jeep Houston North, LP; AN Pontiac GMC
Houston North GP, LLC; AN County Line Ford, Inc. f/k/a Southtown Ford, Inc.; Charlie Thomas
Chevrolet, Ltd. f/k/a Charlie Thomas Chevrolet, Inc.; Charlie Thomas Chevrolet GP, LLC; Charlie
Thomas Ford, Ltd. f/k/a Charlie Thomas Ford, Inc.; Charlie Thomas F. GP, LLC; Charlie Thomas’
Courtesy Ford, Ltd. f/k/a Charlie Thomas’ Courtesy Ford, Inc.; Charlie Thomas’ Courtesy GP, LLC; CT
Intercontinental, Ltd. f/k/a CT Intercontinental, Inc.; CT Intercontinental GP, LLC; Houston Auto
M. Imports Greenway, Ltd.; Houston Auto M. Imports North, Ltd.; Financial Services, Ltd. f/k/a
Financial Services, Inc.; Financial Services GP, LLC; Lewisville Imports GP, LLC; Nichols Ford,
Ltd. f/k/a Nichols Ford, Inc.; Nichols GP, LLC; RI/RMC Acquisition, Ltd. f/k/a RI/RMC Acquisition
Corp.; RI/RMC Acquisition GP, LLC; RI/RMT Acquisition, Ltd. f/k/a RI/RMT Acquisition Corp.; RI/RMT
Acquisition GP, LLC; Steakley Chevrolet, Ltd. f/k/a Steakley Chevrolet, Inc.; Steakley Chevrolet
GP, LLC; Texan Ford Sales, Ltd. f/k/a Texan Ford Sales, Inc.; Texan Sales GP, LLC; Bankston Nissan
Lewisville, Ltd. f/k/a Bankston Nissan Lewisville, Inc.; Bankston Nissan Lewisville GP, LLC; Plains
Chevrolet, Ltd. f/k/a Plains Chevrolet, Inc.; Plains Chevrolet GP, LLC; Quality Nissan, Ltd. f/k/a
Quality Nissan, Inc.; Quality Nissan GP, LLC; Westgate Chevrolet, Ltd. f/k/a Westgate Chevrolet,
Inc.; Westgate Chevrolet GP, LLC; Bill Ayares Chevrolet, LLC f/k/a Bill Ayares Chevrolet, Inc.; Fox
Buick Isuzu, LLC f/k/a Fox Buick Isuzu, Inc.; Fox Imports, LLC f/k/a Fox, Inc.; Fox Chevrolet, LLC
f/k/a Fox Chevrolet, Inc.; Valley Chevrolet, LLC f/k/a Valley Chevrolet, Inc.; Ed Mullinax Ford,
LLC f/k/a Ed Mullinax Ford, Inc.; Mullinax East, LLC f/k/a Mullinax East, Inc.; Mullinax of
Mayfield, LLC f/k/a Mullinax of Mayfield, Inc.; Chuck Clancy Ford of Marietta, LLC f/k/a Chuck
Clancy Ford of Marietta, Inc.; George Sutherlin Nissan, LLC f/k/a George Sutherlin Nissan, Inc.;
Hub Motor Company, LLC f/k/a Hub Motor Co.; Northpoint Chevrolet, LLC f/k/a Northpoint Chevrolet,
Inc.; Sutherlin H. Imports, LLC f/k/a Sutherlin Imports, Inc.; AN Dealership Holding Corp. f/k/a
AutoNation USA Corporation; Valencia H. Imports, Inc.; Valencia B. Imports, Inc.; Leesburg Motors,
LLC; Leesburg Imports, LLC; AN Luxury Imports, Ltd.; AN Luxury Imports GP, LLC; AN Luxury Imports
of Sarasota, Inc.; Lot 4 Real Estate Holding, LLC (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 and
November 7, 2002), 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.




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	 	(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. Each
Guaranteeing Subsidiary may not sell or 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.



     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 –Corporate Law

Associate General Counsel 	 
	 



AUTONATION NORTH FLORIDA MANAGEMENT, LLC

AUTONATION NORTH TEXAS MANAGEMENT GP, LLC

AUTONATION SOUTH TEXAS MANAGEMENT GP, LLC

TEXAS MANAGEMENT COMPANIES LP, LLC F/K/A

     WHITE BEAR AUTO CENTER, LLC

AUTONATION NORTHWEST MANAGEMENT, LLC

AUTONATION SOUTHERN CALIFORNIA MANAGEMENT, LLC

AUTONATION MIDWEST MANAGEMENT, LLC

AUTONATION SOUTHEAST MANAGEMENT, LLC

AUTONATION DENVER MANAGEMENT, LLC




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AUTONATION SOUTHWEST MANAGEMENT, LLC

AN CORPUS CHRISTI IMPORTS GP, LLC

AN CORPUS CHRISTI IMPORTS II GP, LLC

AN CORPUS CHRISTI T. IMPORTS GP, LLC

AN CORPUS CHRISTI IMPORTS ADV. GP, LLC

BANKSTON CJ GP, LLC

AUTONATION IMPORTS OF KATY GP, LLC

HOUSTON IMPORTS GREENWAY GP, LLC

HOUSTON IMPORTS NORTH GP, LLC

AN PONTIAC GMC HOUSTON NORTH GP, LLC

AN COUNTY LINE FORD, INC. F/K/A SOUTHTOWN

     FORD, INC.

CHARLIE THOMAS CHEVROLET GP, LLC

CHARLIE THOMAS F. GP, LLC

CHARLIE THOMAS’ COURTESY GP, LLC

CT INTERCONTINENTAL GP, LLC

FINANCIAL SERVICES GP, LLC

LEWISVILLE IMPORTS GP, LLC

NICHOLS GP, LLC

RI/RMC ACQUISITION GP, LLC

RI/RMT ACQUISITION GP, LLC

STEAKLEY CHEVROLET GP, LLC

TEXAN SALES GP, LLC

BANKSTON NISSAN LEWISVILLE GP, LLC

PLAINS CHEVROLET GP, LLC

QUALITY NISSAN GP, LLC

WESTGATE CHEVROLET GP, LLC

BILL AYARES CHEVROLET, LLC F/K/A BILL AYARES

     CHEVROLET, INC.

FOX BUICK ISUZU, LLC F/K/A FOX BUICK ISUZU, INC.

FOX IMPORTS, LLC F/K/A FOX, INC.

FOX CHEVROLET, LLC F/K/A FOX CHEVROLET, INC.

VALLEY CHEVROLET, LLC F/K/A VALLEY

     CHEVROLET, INC.

ED MULLINAX FORD, LLC F/K/A ED MULLINAX

     FORD, INC.

MULLINAX EAST, LLC F/K/A MULLINAX EAST, INC.

MULLINAX OF MAYFIELD, LLC F/K/A MULLINAX

     OF MAYFIELD, INC.

CHUCK CLANCY FORD OF MARIETTA, LLC F/K/A

     CHUCK CLANCY FORD OF MARIETTA, INC.

GEORGE SUTHERLIN NISSAN, LLC F/K/A GEORGE

     SUTHERLIN NISSAN, INC.

HUB MOTOR COMPANY, LLC F/K/A HUB MOTOR CO.

NORTHPOINT CHEVROLET, LLC F/K/A NORTHPOINT

     CHEVROLET, INC.

SUTHERLIN H. IMPORTS, LLC F/K/A SUTHERLIN

     IMPORTS, INC.;

AN DEALERSHIP HOLDING CORP. F/K/A AUTONATION

     USA CORPORATION

VALENCIA H. IMPORTS, INC.

VALENCIA B. IMPORTS, INC.

LEESBURG MOTORS, LLC




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	 	LEESBURG IMPORTS, LLC

AN LUXURY IMPORTS, GP, LLC

AN LUXURY IMPORTS OF SARASOTA, INC.

LOT 4 REAL ESTATE HOLDING, LLC

 	 
	 	By:  	/s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	AUTONATION NORTH TEXAS MANAGEMENT, LP

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

 	 
	 	By:  	AutoNation South Texas Management GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	AN CORPUS CHRISTI IMPORTS ADV., LP

 	 
	 	By:  	AN Corpus Christi Imports Adv. GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	AN PONTIAC GMC HOUSTON NORTH, LP F/K/A

      AN CHRYSLER JEEP HOUSTON NORTH, LP

 	 
	 	By:  	AN Pontiac GMC Houston North GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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	 	CHARLIE THOMAS CHEVROLET, LTD. F/K/A

      CHARLIE THOMAS CHEVROLET, INC.

 	 
	 	By:  	Charlie Thomas Chevrolet GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CHARLIE THOMAS FORD, LTD. F/K/A

      CHARLIE THOMAS FORD, INC.

 	 
	 	By:  	Charlie Thomas F. GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CHARLIE THOMAS’ COURTESY FORD, LTD. F/K/A

      CHARLIE THOMAS’ COURTESY FORD, INC.

 	 
	 	By:  	Charlie Thomas' Courtesy GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CT INTERCONTINENTAL, LTD. F/K/A

      CT INTERCONTINENTAL, INC.

 	 
	 	By:  	CT Intercontinental GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	FINANCIAL SERVICES, LTD. F/K/A

      FINANCIAL SERVICES, INC.

 	 
	 	By:  	Financial Services GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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	 	HOUSTON AUTO M. IMPORTS GREENWAY, LTD.

 	 
	 	By:  	Houston Imports Greenway GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	HOUSTON AUTO M. IMPORTS NORTH, LTD.

 	 
	 	By:  	Houston Imports North GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	NICHOLS FORD, LTD. F/K/A

      NICHOLS FORD, INC.

 	 
	 	By:  	Nichols GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	RI/RMC ACQUISITION, LTD. F/K/A

      RI/RMC ACQUISITION CORP.

 	 
	 	By:  	RI/RMC Acquisition GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	RI/RMT ACQUISITION, LTD. F/K/A

      RI/RMT ACQUISITION CORP.

 	 
	 	By:  	RI/RMT Acquisition GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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	 	STEAKLEY CHEVROLET, LTD. F/K/A

      STEAKLEY CHEVROLET, INC.

 	 
	 	By:  	Steakley Chevrolet GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	TEXAN FORD SALES, LTD. F/K/A

      TEXAN FORD SALES, INC.

 	 
	 	By:  	Texan Sales GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BANKSTON NISSAN LEWISVILLE, LTD. F/K/A

      BANKSTON NISSAN LEWISVILLE, INC.

 	 
	 	By:  	Bankston Nissan Lewisville GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PLAINS CHEVROLET, LTD. F/K/A

      PLAINS CHEVROLET, INC.

 	 
	 	By:  	Plains Chevrolet GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	QUALITY NISSAN, LTD. F/K/A

      QUALITY NISSAN, INC.

 	 
	 	By:  	Quality Nissan GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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	 	WESTGATE CHEVROLET, LTD. F/K/A

      WESTGATE CHEVROLET, INC.

 	 
	 	By:  	Westgate Chevrolet GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens
 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	AN LUXURY IMPORTS, LTD.

 	 
	 	By:  	AN LUXURY IMPORTS GP, LLC
 	 
	 	Its:  	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                          /s/ Gordon E. Devens
 	 
	 	 	Name:  	Gordon E. Devens 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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	 	WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, AS TRUSTEE

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




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