AutoNation, Inc. UNDERWRITING AGREEMENT dated November 7, 2017 Merrill Lynch, Pierce, Fenner & Smith Incorporated SunTrust Robinson Humphrey, Inc. Wells Fargo Securities, LLCUnderwriting Agreement • November 13th, 2017 • Autonation, Inc. • Retail-auto dealers & gasoline stations • New York
Contract Type FiledNovember 13th, 2017 Company Industry JurisdictionIntroductory. 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 “Representatives”) are acting as representatives, $450,000,000 principal amount of its 3.500% Senior Notes due 2024 (the “2024 Notes”) and $300,000,000 principal amount of its 3.800% Senior Notes due 2027 (the “2027 Notes” and, together with the 2024 Notes, the “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule B-1 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 supplem