AutoNation 2007 Annual Report Download - page 91

Exhibit 4.11
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 18, 2007, among AutoNation, Inc., a Delaware corporation (the
“Company”), AN Luxury Imports of Tucson, Inc. (the “Guaranteeing Subsidiary”), which is an indirect subsidiary 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 and March 19, 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 and January 24, 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:
(a) 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:
(i) 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
(ii) 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.
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.
(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or each indenture, the absence
of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of
any judgment against the Company, any action to