Exhibit 4.2
SUPPLEMENTAL INDENTURE
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 ”)
.
W
I T N E S S E T H
WHEREAS, the Company, has heretofore
executed and delivered to the Trustee an indenture, dated as of
August 10, 2001 (and supplemented as of April 30, 2002,
November 7, 2002, March 29, 2004, November 3, 2005,
April 5, 2006, March 19, 2007 and October 18, 2007),
providing for the issuance of 9% Senior Notes due 2008 (the
“9% Senior Notes”);
WHEREAS, the Company has heretofore
executed and delivered to the Trustee an indenture, dated as of
April 12, 2006 (and supplemented as of August 17, 2006,
January 24, 2007 and October 18, 2007), providing for the
issuance of Floating Rate Senior Notes due 2013 and 7% Senior Notes
due 2014 (together with the 9% Senior Notes, the “
Notes ”);
WHEREAS, each indenture provides that
the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing
Subsidiary shall unconditionally guarantee all of the
Company’s obligations under the Notes and each indenture on
the terms and conditions set forth herein (the “
Guarantee ”); and
WHEREAS, pursuant to Section 9.1
of each 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 Subsidiary 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 each indenture.
2. Agreement to
Guarantee . The Guaranteeing Subsidiary hereby agrees as
follows:
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(a) |
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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 each indenture, the Notes or the obligations of
the Company hereunder or thereunder, that: |
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(i) |
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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 |
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(ii) |
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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. |
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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. |
