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                                                                     Exhibit 4.2


                             SUPPLEMENTAL INDENTURE


         SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of
April 30, 2002, among AutoNation, Inc., a Delaware corporation (the "COMPANY"),
AutoNation Corporate Management, LLC, AutoNation Motors Holding Corp.,
AutoNation Imports of Arapahoe, Inc., Westmont A. Imports, Inc. f/k/a Maroone
Oldsmobile II, Inc., Westmont B. Imports, Inc., Westmont M. Imports, Inc.,
Naperville Imports, Inc., Tinley Park A. Imports, Inc. f/k/a Republic of
Rochester, Inc., Tinley Park J. Imports, Inc. f/k/a Orlando Imports, Inc.,
Tinley Park V. Imports, Inc. f/k/a Emich Lincoln-Mercury, Inc., AutoNation Fort
Worth Motors, Ltd., AutoNation GM GP, LLC f/k/a Emich Lincoln-Mercury, LLC,
AutoNation GM LP, LLC f/k/a Flemington Land Rover, LLC, AN Fremont Luxury
Imports, Inc. f/k/a Pitre Kia of Scottsdale, Inc., AutoNation Imports of Katy,
L.P. f/k/a AutoNation Chrysler Plymouth Jeep of North Houston, L.P., AutoNation
Imports Katy GP, Inc. f/k/a AutoNation Chrysler Plymouth GP, Inc., AutoNation
Imports Katy LP, Inc. f/k/a AutoNation Chrysler Plymouth LP, Inc. and White Bear
Auto Center, LLC f/k/a Cook-Whitehead Ford, LLC (each a "GUARANTEEING
SUBSIDIARY" and collectively, the "GUARANTEEING SUBSIDIARIES"), each of which is
a direct or indirect subsidiary of AutoNation, Inc. (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, 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


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                                    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.
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,

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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.

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         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/ Jonathan P. Ferrando
                                  ----------------------------------------------
                                  Name: Jonathan P. Ferrando
                                  Title: Senior Vice President, General
                                         Counsel and Secretary


                              AUTONATION CORPORATE MANAGEMENT,
                                   LLC
                              AUTONATION GM GP, LLC F/K/A EMICH
                                   LINCOLN-MERCURY, LLC
                              AUTONATION GM LP, LLC F/K/A
                                   FLEMINGTON LAND ROVER, LLC
                              AUTONATION MOTORS HOLDING CORP.
                              AUTONATION IMPORTS OF ARAPAHOE, INC.
                              WESTMONT A. IMPORTS, INC. F/K/A MAROONE
                                   OLDSMOBILE II, INC.
                              WESTMONT B. IMPORTS, INC.
                              WESTMONT M. IMPORTS, INC.
                              NAPERVILLE IMPORTS, INC.
                              TINLEY PARK A. IMPORTS, INC. F/K/A
                                   REPUBLIC OF ROCHESTER, INC.
                              TINLEY PARK J. IMPORTS, INC. F/K/A ORLANDO
                                   IMPORTS, INC.
                              TINLEY PARK V. IMPORTS, INC. F/K/A EMICH
                                   LINCOLN-MERCURY, INC.
                              AN FREMONT LUXURY IMPORTS, INC. F/K/A
                                   PITRE KIA OF SCOTTSDALE, INC.
                              AUTONATION IMPORTS KATY LP, INC. F/K/A AUTONATION
                                 CHRYSLER PLYMOUTH LP, INC.
                              AUTONATION IMPORTS KATY GP, INC. F/K/A AUTONATION
                                 CHRYSLER PLYMOUTH GP, INC.
                              WHITE BEAR AUTO CENTER, LLC F/K/A COOK-WHITEHEAD
                              FORD, LLC

                              By: /s/ Jonathan P. Ferrando
                                  ----------------------------------------------
                                    Name: Jonathan P. Ferrando
                                    Title: Vice President and Secretary

                              AUTONATION FORT WORTH MOTORS, LTD.

                              By:      AUTONATION GM GP, LLC F/K/A EMICH
                                                LINCOLN-MERCURY, LLC


                                       By: /s/ Jonathan P. Ferrando
                                           -------------------------------------
                                             Name:  Jonathan P. Ferrando
                                             Title: Vice President and Secretary


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<PAGE>



                              AUTONATION IMPORTS OF KATY, L.P. F/K/A
                                 AUTONATION CHRYSLER PLYMOUTH JEEP
                                 OF NORTH HOUSTON, L.P.

                              BY:      AUTONATION IMPORTS KATY GP, INC.
                                           F/K/A AUTONATION CHRYSLER
                                           PLYMOUTH GP, INC.

                                       By: /s/ Jonathan P. Ferrando
                                          --------------------------------------
                                          Name: Jonathan P. Ferrando
                                          Title: Vice President and Secretary


                              WELLS FARGO BANK MINNESOTA, NATIONAL
                                 ASSOCIATION, AS TRUSTEE


                              By: /s/ Robert L. Reynolds
                                 -----------------------------------------------
                                 Name: Robert L. Reynolds
                                 Title: Vice President



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