0000950144-08-003147 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 25th, 2008 • Autonation Inc /Fl • Retail-auto dealers & gasoline stations • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 11, 2008, among AutoNation, Inc., a Delaware corporation (the “Company”), AN Motors of Dallas, Inc., AN Western Region Management, LLC f/k/a AN California Region Management, LLC and AN Central Region Management, LLC f/k/a AN East Central Region Management, LLC (the “Guaranteeing Subsidiary”), which are indirect subsidiaries of the Company (or its permitted successor), and Wells Fargo Bank, National Association, as trustee under each indenture referred to below (the “Trustee”).

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THIRD AMENDMENT
Third Amendment • April 25th, 2008 • Autonation Inc /Fl • Retail-auto dealers & gasoline stations • New York

THIRD AMENDMENT, dated as of March 26, 2008 (this “Amendment”), to the FIVE-YEAR CREDIT AGREEMENT, dated as of July 14, 2005, as amended by the First Amendment thereto dated as of April 12, 2006 and the Second Amendment thereto dated as of July 18, 2007, among AUTONATION, INC., a Delaware corporation (the “Borrower”), the Lenders party thereto, J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as co-lead arrangers and joint bookrunners, BANK OF AMERICA, N.A., as syndication agent, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the other agents party thereto (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

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