AutoNation, Inc. UNDERWRITING AGREEMENT dated January 27, 2012 Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC SunTrust Robinson Humphrey Inc.Underwriting Agreement • February 1st, 2012 • Autonation, Inc. • Retail-auto dealers & gasoline stations • New York
Introductory. AutoNation, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, $350,000,000 principal amount of its 5.500% Senior Notes due 2020 (the “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule B hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture dated as of April 14, 2010 (as defined in Section 4 hereof) (the “Base Indenture”), among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture dated as of the Closing Date (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Inden
AutoNation, Inc., as Issuer The Guarantors Party Hereto, as Guarantors and Wells Fargo Bank, National Association, as Trustee Supplemental Indenture Dated as of February 1, 2012 to Indenture Dated as of April 14, 2010 Establishing a series of...Supplemental Indenture • February 1st, 2012 • Autonation, Inc. • Retail-auto dealers & gasoline stations • New York
SUPPLEMENTAL INDENTURE, dated as of February 1, 2012 (this “Supplemental Indenture”), by and among AutoNation, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined below), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
