AutoNation 2006 Annual Report Download - page 75

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Exhibit 4.6
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 5th, 2006, among AutoNation, Inc., a Delaware corporation (the
“Company”), the Guarantors listed as signatories hereto (the “ Guarantors”), and Wells Fargo Bank, N.A., a national banking association, as trustee (the
“Trustee”).
WHEREAS, the Company, has heretofore executed and delivered to the Trustee an Indenture (the “ Indenture”), dated as of August 10, 2001 (and
supplemented as of April 30, 2002, November 7, 2002, March 29, 2004 and November 3, 2005), providing for the issuance of 9% Senior Notes due 2008;
WHEREAS, Section 9.2 of the Indenture provides that the Company, the Guarantors and the Trustee may amend the Indenture with the consent of the
Holders of at least a majority in principal amount of the then outstanding Notes;
WHEREAS, the Company has distributed an Offer to Purchase and Consent Solicitation Statement, dated March 10, 2006 (the “ Statement”), and
accompanying Letter of Transmittal and Consent (the “Letter of Transmittal”) to the Holders of the Notes in connection with proposed amendments to the
Indenture, as further described in the Statement (the “ Proposed Amendments”), that provide for, among other things, elimination from the Indenture of most of
the restrictive covenants and events of default;
WHEREAS, the Holders of at least a majority of the outstanding principal amount of the Notes not owned by the Company or any of its affiliates have
consented to the Proposed Amendments; and
WHEREAS, the Company and the Guarantors desire to amend the Indenture, as set forth in Section 2 hereof; and
WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Guarantors.
NOW, THEREFORE, the Company, the Guarantors and the Trustee agree as follows 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. Amendments
(a) The following Sections of the Indenture, and any corresponding provisions in the Notes, are hereby deleted in their entirety and replaced with
“[Intentionally Omitted.]”:
Indenture Section Number Caption
Section 4.3 Reports
Section 4.4 Compliance Certificate
Section 4.5 Taxes