SUPPLEMENTAL INDENTURE
Exhibit 4.4
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 Xxxxxxx X. Imports GP,
LLC; AN Corpus Christi Imports Adv., LP; AN Corpus Christi Imports Adv. GP, LLC; Xxxxxxxx XX GP,
LLC; AutoNation Imports of Katy GP, LLC; Houston Imports Xxxxxxxx XX, 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.; Xxxxxxx Xxxxxx
Chevrolet, Ltd. f/k/a Xxxxxxx Xxxxxx Chevrolet, Inc.; Xxxxxxx Xxxxxx Chevrolet GP, LLC; Xxxxxxx
Xxxxxx Ford, Ltd. f/k/a Xxxxxxx Xxxxxx Ford, Inc.; Xxxxxxx Xxxxxx F. GP, LLC; Xxxxxxx Xxxxxx’
Courtesy Ford, Ltd. f/k/a Xxxxxxx Xxxxxx’ Courtesy Ford, Inc.; Xxxxxxx Xxxxxx’ 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; Xxxxxxx Ford,
Ltd. f/k/a Xxxxxxx Ford, Inc.; Xxxxxxx XX, 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; Xxxxxxxx Chevrolet, Ltd. f/k/a Xxxxxxxx Chevrolet, Inc.; Xxxxxxxx Chevrolet
GP, LLC; Texan Ford Sales, Ltd. f/k/a Texan Ford Sales, Inc.; Texan Sales GP, LLC; Xxxxxxxx Nissan
Lewisville, Ltd. f/k/a Xxxxxxxx Nissan Lewisville, Inc.; Xxxxxxxx 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; Xxxx Xxxxxx Chevrolet, LLC f/k/a Xxxx Xxxxxx 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.; Xx Xxxxxxxx Ford,
LLC f/k/a Xx Xxxxxxxx Ford, Inc.; Xxxxxxxx East, LLC f/k/a Xxxxxxxx East, Inc.; Xxxxxxxx of
Xxxxxxxx, LLC f/k/a Xxxxxxxx of Xxxxxxxx, Inc.; Xxxxx Xxxxxx Ford of Marietta, LLC f/k/a Xxxxx
Xxxxxx Ford of Marietta, Inc.; Xxxxxx Xxxxxxxxx Nissan, LLC f/k/a Xxxxxx Xxxxxxxxx Nissan, Inc.;
Hub Motor Company, LLC f/k/a Hub Motor Co.; Northpoint Chevrolet, LLC f/k/a Northpoint Chevrolet,
Inc.; Xxxxxxxxx H. Imports, LLC f/k/a Xxxxxxxxx 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 Xxxxx 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. |
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| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| 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
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 XXXXXXX X. IMPORTS GP, LLC
AN CORPUS CHRISTI IMPORTS ADV. GP, LLC
XXXXXXXX XX GP, LLC
AUTONATION IMPORTS OF KATY GP, LLC
HOUSTON IMPORTS XXXXXXXX XX, LLC
HOUSTON IMPORTS NORTH GP, LLC
AN PONTIAC GMC HOUSTON NORTH GP, LLC
AN COUNTY LINE FORD, INC. F/K/A SOUTHTOWN
FORD, INC.
XXXXXXX XXXXXX CHEVROLET GP, LLC
XXXXXXX XXXXXX F. GP, LLC
XXXXXXX XXXXXX’ COURTESY GP, LLC
CT INTERCONTINENTAL GP, LLC
FINANCIAL SERVICES GP, LLC
LEWISVILLE IMPORTS GP, LLC
XXXXXXX XX, LLC
RI/RMC ACQUISITION GP, LLC
RI/RMT ACQUISITION GP, LLC
XXXXXXXX CHEVROLET GP, LLC
TEXAN SALES GP, LLC
XXXXXXXX NISSAN LEWISVILLE GP, LLC
PLAINS CHEVROLET GP, LLC
QUALITY NISSAN GP, LLC
WESTGATE CHEVROLET GP, LLC
XXXX XXXXXX CHEVROLET, LLC F/K/A XXXX XXXXXX
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.
XX XXXXXXXX FORD, LLC F/K/A XX XXXXXXXX
FORD, INC.
XXXXXXXX EAST, LLC F/K/A XXXXXXXX EAST, INC.
XXXXXXXX OF XXXXXXXX, LLC F/K/A XXXXXXXX
OF XXXXXXXX, INC.
XXXXX XXXXXX FORD OF MARIETTA, LLC F/K/A
XXXXX XXXXXX FORD OF MARIETTA, INC.
XXXXXX XXXXXXXXX NISSAN, LLC F/K/A XXXXXX
XXXXXXXXX NISSAN, INC.
HUB MOTOR COMPANY, LLC F/K/A HUB MOTOR CO.
NORTHPOINT CHEVROLET, LLC F/K/A NORTHPOINT
CHEVROLET, INC.
XXXXXXXXX H. IMPORTS, LLC F/K/A XXXXXXXXX
IMPORTS, INC.;
AN DEALERSHIP HOLDING CORP. F/K/A AUTONATION
USA CORPORATION
VALENCIA H. IMPORTS, INC.
VALENCIA B. IMPORTS, INC.
LEESBURG MOTORS, LLC
AN CORPUS CHRISTI IMPORTS GP, LLC
AN CORPUS CHRISTI IMPORTS II GP, LLC
AN CORPUS XXXXXXX X. IMPORTS GP, LLC
AN CORPUS CHRISTI IMPORTS ADV. GP, LLC
XXXXXXXX XX GP, LLC
AUTONATION IMPORTS OF KATY GP, LLC
HOUSTON IMPORTS XXXXXXXX XX, LLC
HOUSTON IMPORTS NORTH GP, LLC
AN PONTIAC GMC HOUSTON NORTH GP, LLC
AN COUNTY LINE FORD, INC. F/K/A SOUTHTOWN
FORD, INC.
XXXXXXX XXXXXX CHEVROLET GP, LLC
XXXXXXX XXXXXX F. GP, LLC
XXXXXXX XXXXXX’ COURTESY GP, LLC
CT INTERCONTINENTAL GP, LLC
FINANCIAL SERVICES GP, LLC
LEWISVILLE IMPORTS GP, LLC
XXXXXXX XX, LLC
RI/RMC ACQUISITION GP, LLC
RI/RMT ACQUISITION GP, LLC
XXXXXXXX CHEVROLET GP, LLC
TEXAN SALES GP, LLC
XXXXXXXX NISSAN LEWISVILLE GP, LLC
PLAINS CHEVROLET GP, LLC
QUALITY NISSAN GP, LLC
WESTGATE CHEVROLET GP, LLC
XXXX XXXXXX CHEVROLET, LLC F/K/A XXXX XXXXXX
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.
XX XXXXXXXX FORD, LLC F/K/A XX XXXXXXXX
FORD, INC.
XXXXXXXX EAST, LLC F/K/A XXXXXXXX EAST, INC.
XXXXXXXX OF XXXXXXXX, LLC F/K/A XXXXXXXX
OF XXXXXXXX, INC.
XXXXX XXXXXX FORD OF MARIETTA, LLC F/K/A
XXXXX XXXXXX FORD OF MARIETTA, INC.
XXXXXX XXXXXXXXX NISSAN, LLC F/K/A XXXXXX
XXXXXXXXX NISSAN, INC.
HUB MOTOR COMPANY, LLC F/K/A HUB MOTOR CO.
NORTHPOINT CHEVROLET, LLC F/K/A NORTHPOINT
CHEVROLET, INC.
XXXXXXXXX H. IMPORTS, LLC F/K/A XXXXXXXXX
IMPORTS, INC.;
AN DEALERSHIP HOLDING CORP. F/K/A AUTONATION
USA CORPORATION
VALENCIA H. IMPORTS, INC.
VALENCIA B. IMPORTS, INC.
LEESBURG MOTORS, LLC
[SIGNATURES CONTINUE ON NEXT PAGE]
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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/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| AUTONATION NORTH TEXAS MANAGEMENT, LP |
||||
| By: | AutoNation North Texas Management GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| AUTONATION SOUTH TEXAS MANAGEMENT, LP |
||||
| By: | AutoNation South Texas Management GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| AN CORPUS CHRISTI IMPORTS ADV., LP |
||||
| By: | AN Corpus Christi Imports Adv. GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| 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/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
[SIGNATURES CONTINUE ON NEXT PAGE]
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| XXXXXXX XXXXXX CHEVROLET, LTD. F/K/A XXXXXXX XXXXXX CHEVROLET, INC. |
||||
| By: | Xxxxxxx Xxxxxx Chevrolet GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| XXXXXXX XXXXXX FORD, LTD. F/K/A XXXXXXX XXXXXX FORD, INC. |
||||
| By: | Xxxxxxx Xxxxxx F. GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| XXXXXXX XXXXXX’ COURTESY FORD, LTD. F/K/A XXXXXXX XXXXXX’ COURTESY FORD, INC. |
||||
| By: | Xxxxxxx Xxxxxx' Courtesy GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| CT INTERCONTINENTAL, LTD. F/K/A CT INTERCONTINENTAL, INC. |
||||
| By: | CT Intercontinental GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| FINANCIAL SERVICES, LTD. F/K/A FINANCIAL SERVICES, INC. |
||||
| By: | Financial Services GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
[SIGNATURES CONTINUE ON NEXT PAGE]
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| HOUSTON AUTO M. IMPORTS GREENWAY, LTD. |
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| By: | Houston Imports Xxxxxxxx XX, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| HOUSTON AUTO M. IMPORTS NORTH, LTD. |
||||
| By: | Houston Imports North GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| XXXXXXX FORD, LTD. F/K/A XXXXXXX FORD, INC. |
||||
| By: | Xxxxxxx XX, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| 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/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| 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/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
[SIGNATURES CONTINUE ON NEXT PAGE]
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| XXXXXXXX CHEVROLET, LTD. F/K/A XXXXXXXX CHEVROLET, INC. |
||||
| By: | Xxxxxxxx Chevrolet GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| TEXAN FORD SALES, LTD. F/K/A TEXAN FORD SALES, INC. |
||||
| By: | Texan Sales GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| XXXXXXXX NISSAN LEWISVILLE, LTD. F/K/A XXXXXXXX NISSAN LEWISVILLE, INC. |
||||
| By: | Xxxxxxxx Nissan Lewisville GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| PLAINS CHEVROLET, LTD. F/K/A PLAINS CHEVROLET, INC. |
||||
| By: | Plains Chevrolet GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| QUALITY NISSAN, LTD. F/K/A QUALITY NISSAN, INC. |
||||
| By: | Quality Nissan GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
[SIGNATURES CONTINUE ON NEXT PAGE]
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| WESTGATE CHEVROLET, LTD. F/K/A WESTGATE CHEVROLET, INC. |
||||
| By: | Westgate Chevrolet GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx |
|||
| Title: | Authorized Signatory | |||
| AN LUXURY IMPORTS, LTD. |
||||
| By: | AN LUXURY IMPORTS GP, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
[SIGNATURES CONTINUE ON NEXT PAGE
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| XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, AS TRUSTEE |
||||
| By: | /s/ Xxxxxx X. X’Xxxxxxx | |||
| Name: | Xxxxxx X. X’Xxxxxxx | |||
| Title: | Assistant Vice President | |||
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