by the Replacement Issuing and Paying Agent and registered in the
name of DTC or its nominee, (d) an amendment or supplement to the Private
Placement Memorandum describing the Replacement Issuing and Paying Agent as the
Issuing and Paying Agent for the Notes, and reflecting any other changes thereto
necessary in light of the Replacement so that the Private Placement Memorandum,
as amended or supplemented, satisfies the requirements of this Agreement, and
(e) a legal opinion of counsel to the Issuer, addressed to the Dealer, in form
and substance reasonably satisfactory to the Dealer, as to (x) the due
authorization, delivery, validity and enforceability of Notes issued pursuant to
the Replacement Issuing and Paying Agent Agreement, and (y) such other matters
as the Dealer may reasonably request.
[Signature Page Follows]
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.
AUTONATION, INC., as Issuer
[________________________], as Dealer
By: /s/ Andrew Wamser
By: ______________________________
Name: Andrew Wamser
Name:
Title: Treasurer
Title:
13
Addendum
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
1.
The other dealers referred to in clause (b) of Section 1.2 of the Agreement are
[___________________].
2.
The addresses of the respective parties for purposes of notices under Section
7.1 are as follows:
For the Issuer:
Address:
200 Southwest 1st Avenue
Ft. Lauderdale, Florida 33301
Attention:
Treasurer
Telephone number:
(954) 769-xxxx
Fax number:
(954) 769-xxxx
E-mail:

with a copy to:
Address:
200 Southwest 1st Avenue
Ft. Lauderdale, Florida 33301
Attention:
General Counsel
Telephone number:
(954) 769-xxxx
Fax number:
(954) 769-xxxx
E-mail:

For the Dealer:
Address:
[___________________]
Attention:
[___________________]
Telephone number:
[___________________]
Fax number:
[___________________]
A-1
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
NEITHER THE NOTES NOR THE GUARANTEE THEREOF HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE
SECURITIES LAW, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH
AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER
WILL BE DEEMED TO REPRESENT THAT (I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO
INVESTIGATE MATTERS RELATING TO AUTONATION, INC. (THE "ISSUER"), THE GUARANTORS,
THE NOTES AND THE GUARANTEE, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO
ANY DISTRIBUTION THEREOF AND (III) IT IS EITHER (A) AN INSTITUTIONAL INVESTOR
THAT IS (1) AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE
ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") AND (2) EITHER (i) PURCHASING NOTES
FOR ITS OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A
SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION
3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A
FIDUCIARY OR AGENT (OTHER THAN SUCH A BANK, SAVINGS AND LOAN ASSOCIATION OR
OTHER SUCH INSTITUTION) PURCHASING