SECOND AMENDMENT

Exhibit 4.1

SECOND AMENDMENT

SECOND AMENDMENT, dated as of July 18, 2007 (this “Amendment”), to the FIVE-YEAR CREDIT AGREEMENT, dated as of July 14, 2005, as amended by the First Amendment thereto dated as of April 12, 2006, among AUTONATION, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined below), ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. (“JPMorgan”) and BANC OF AMERICA SECURITIES LLC, as co-lead arrangers and joint bookrunners, BANK OF AMERICA, N.A., as syndication agent, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the other agents party thereto (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

W I T N E S S E T H:

WHEREAS, the Borrower has requested certain amendments to the Credit Agreement as more fully set forth herein; and

WHEREAS, the lenders party hereto (including New Lenders (as defined below)) (the “Lenders”) have agreed to such amendments but only on the terms and conditions contained in this Amendment.

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

SECTION 2. Amendments. Effective as of the date on which all the conditions precedent set forth in Section 4 hereof shall be satisfied (such date, the “Effective Date”), the Credit Agreement shall be amended as follows:

(a) The table set forth in the definition of “Pricing Grid” is hereby replaced with the following table:


			Applicable		Applicable
			Eurodollar		Base Rate				Applicable
			Margin		Margin		Applicable		Base Rate
			(Revolving and		(Revolving		Eurodollar		Margin
	Applicable		Swing Line		and Swing		Margin (Term		(Term
Ratings	Facility Fee		Loans)		Line Loans)		Loans)		Loans)
Baa1/BBB+ or higher		8.0		42.0		0		50.0		0
Baa2/BBB		10.0		52.5		0		62.5		0
Baa3/BBB-		12.5		62.5		0		75.0		0
Ba1/BB+		15.0		72.5		0		87.5		0
Ba2/BB		20.0		92.5		0		112.5		12.5
Ba3/BB- or lower		25.0		125.0		25.0		150.0		50.0

(b) The definition of “Stated Termination Date” is hereby changed to July 18, 2012.

(d) Section 4.7 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“4.7 Replacement Lenders. The Borrower may, in its sole discretion, on ten (10) Business Days’ prior written notice to the Administrative Agent and a Lender, cause a Lender that (a) is or may become entitled to receive any indemnification payment, additional amount or other compensation under this Article IV or that fails to make Loans for the reasons provided in this Article IV or (b) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), to (and such Lender shall) assign pursuant to Section 11.1 hereof (with such Lender being deemed to have executed an Assignment and Assumption for the purpose of effecting such assignment), all of its rights and obligations under this Agreement to another Lender, an Affiliate of another Lender or a Person reasonably acceptable to the Administrative Agent and designated by the Borrower which is willing to become a Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender, together with any accrued but unpaid interest on such Loans, any accrued but unpaid fees with respect to such Lender’s Revolving Credit Commitment and any other amounts payable to such Lender under this Agreement; provided, that any expenses or other amounts which would be owing to such Lender pursuant to any indemnification provision hereunder shall be payable by the Borrower to such Lender. The replacement Lender under this Section shall pay the applicable processing fee under Section 11.1.”

(e) Section 8.1(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as at the last day of any Four-Quarter Period ending prior to December 31, 2009 to be greater than 3.00 to 1.00 and for any Four-Quarter Period ending on or after December 31, 2009 to be greater than 2.75 to 1.00.”

SECTION 3. New Lenders; Prepayment and Funding on Effective Date.

(a) By executing this Amendment on or prior to the Effective Date, each institution not a party to the Credit Agreement prior to the Effective Date (each, a “New Lender”) agrees to and shall, as of the Effective Date, join the Credit Agreement (as amended pursuant to this Amendment) as a Lender.

(b) Exhibit A to the Credit Agreement is hereby updated as provided in Annex I to this Amendment. To facilitate the effectiveness of this Amendment, on the Effective Date, the Borrower will (i) prepay all then outstanding Loans, (ii) reborrow Term Loans from the relevant Lenders in the respective amounts set forth on Annex I hereto and (iii) reborrow Revolving Credit Loans, in such amount as is determined by the Borrower, from the relevant Lenders ratably in accordance with the adjusted Revolving Credit Commitments reflected on Annex I hereto. Such borrowings shall be made in accordance with the applicable provisions of the Credit Agreement, with appropriate adjustments as agreed by the Administrative Agent and the Borrower in the case of the Term Loans.

SECTION 4. Conditions to Effectiveness. This Amendment shall become effective upon the date on which each of the following conditions shall have been satisfied:

(a) the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (i) the Borrower, (ii) the Administrative Agent and (iii) each Lender;

(b) the Administrative Agent shall have received, on behalf of each Lender, a consent fee equal to 0.125% of such Lender’s Revolving Commitment and/or Term Loan under the Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”); and

(c) the Administrative Agent shall have received evidence that all fees payable by the Borrower on the Effective Date to the Administrative Agent required pursuant to Section 6 hereof have been paid in full.

SECTION 5. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and each Lender that:

(a) The Borrower has the power and authority to execute, deliver and perform this Amendment and to borrow under the Amended Credit Agreement. The Borrower has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment and to authorize the borrowings under the Amended Credit Agreement. No material consent, approval or authorization of or filing, registration or qualification with, any Governmental Authority or other authority or any other Person on the part of the Borrower or any Subsidiary is required as a condition to the execution, delivery, performance or consummation of the transactions contemplated by this Amendment, except consents, approvals, filings, registrations or qualifications which have been obtained or effected, as the case may be and are in full force and effect. This Amendment has been duly executed and delivered on behalf of the Borrower. This Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(b) The execution, delivery and performance of this Amendment will not violate any applicable law, rule or regulation or conflict with any material indenture, agreement or other instrument to which the Borrower is a party, or by which the properties or assets of the Borrower is bound and will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Borrower pursuant to any such agreement.

(c) Each of the representations and warranties made by any Loan Party herein or in the Loan Documents as amended by this Amendment is true and correct on and as of the Effective Date, as if made on and as of such date (except that any representation or warranty which by its terms is made as of an earlier date shall be true and correct as of such earlier date).

(d) There does not exist any Default or Event of Default.

SECTION 6. Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including the reasonable fees and expenses of counsel to the Administrative Agent to the extent invoiced three Business Days prior to or on the Effective Date (which may include amounts constituting reasonable estimates of such fees and expenses incurred or to be incurred in connection with this Amendment; provided that no such estimate shall thereafter preclude the final settling of accounts as to such fees and expenses).

SECTION 7. No Other Amendment or Waivers; Confirmation. Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect. The amendments contained herein shall not be construed as an amendment of any other provision of the Credit Agreement or the other Loan Documents or for any purpose except as expressly set forth herein or a consent to any further or future action on the part of the Borrower that would require the waiver or consent of the Administrative Agent or the Lenders.

SECTION 8. GOVERNING LAW; MISCELLANEOUS. (a) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement.

(c) This Amendment may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent. This Amendment may be delivered by facsimile transmission of the relevant signature pages hereof.

(d) The Administrative Agent shall give notice to the Borrower promptly upon the occurrence of the “Effective Date.”

(e) The execution and delivery of this Amendment by any Lender shall be binding upon each of its successors and assigns (including assignees of its Loans or Revolving Credit Commitments in whole or in part prior to effectiveness hereof).

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.


AUTONATION, INC.
By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title:	Vice President and Treasurer


JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Lender
By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title:	Executive Director

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: BANK OF AMERICA, N.A., as Syndication Agent
By:	/s/ ▇.▇. ▇▇▇▇▇▇▇, III
	Name:	▇.▇. ▇▇▇▇▇▇▇, III
	Title:	Senior Vice President

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: BANK OF AMERICA, N.A., as a Lender
By:	/s/ ▇.▇. ▇▇▇▇▇▇▇, III
	Name:	▇.▇. ▇▇▇▇▇▇▇, III
	Title:	Senior Vice President

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: Toyota Motor Credit Corporation
By:	/s/ ▇▇▇▇ Doi
	Name:	▇▇▇▇ Doi
	Title:	National Dealer Credit Manager

Signature page to Second Amendment
to AutoNation Credit Agreement


Wachovia Bank, National Association
By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
	Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
	Title:	Director

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: Comerica Bank
By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
	Title:	First Vice President

Signature page to Second Amendment
to AutoNation Credit Agreement


SUNTRUST BANK
By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇
	Title:	Director

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: Sovereign Bank
By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:	Vice President

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: Fifth Third Bank, A Michigan Banking Corporation
By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title:	Vice President

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: Mizuho Corporate Bank, Ltd.
By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇ ▇▇▇▇▇▇
	Title:	Deputy General Manager

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: Mizuho Corporate Bank (USA)
By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇
	Title:	Senior VP & Team Leader

Signature page to Second Amendment
to AutoNation Credit Agreement


CALYON NEW YORK BRANCH
By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Managing Director



By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇
	Title:	Managing Director

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: ▇▇▇▇▇ Fargo Bank, N.A.
By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
	Title:	Vice President

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: Union Bank of California, N.A.
By:	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
	Title:	Vice President

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: LaSalle Bank National Association, a national banking association
By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title:	Vice President

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: Commercebank N.A.
By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇
	Title:	Vice President



By:	/s/ ▇▇▇▇ Hills
	Name:	▇▇▇▇ Hills
	Title:	Vice President & Manager

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: E.Sun Commercial Bank, Ltd., Los Angeles Branch
By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇
	Title:	EVP & General Manager

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: Cathay United Bank
By:	/s/ ▇▇▇▇▇ Y.L. Peng
	Name:	▇▇▇▇▇ Y.L. Peng
	Title:	EVP & GM

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: Mega International Commercial Bank Co. Ltd. New York Branch
By:	/s/ ▇▇▇▇▇-▇▇▇ ▇▇▇
	Name:	▇▇▇▇▇-▇▇▇ ▇▇▇
	Title:	VP & Deputy GM

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: ▇▇▇ ▇▇▇ Commercial Bank, Ltd., Los Angeles Branch
By:	/s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇
	Name:	▇▇▇▇▇▇ ▇.▇. ▇▇▇
	Title:	VP & General Manager

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: THE BANK OF EAST ASIA, LTD., NEW YORK BRANCH
By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇
	Title:	Senior Vice President



By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇
	Title:	Senior Vice President

Signature page to Second Amendment
to AutoNation Credit Agreement


Name of Institution: ▇▇▇▇▇ ▇▇▇ Commercial Bank, Ltd., New York Branch
By:	/s/ ▇▇▇ ▇.▇. ▇▇▇▇
	Name:	▇▇▇ ▇.▇. ▇▇▇▇
	Title:	VP & General Manager

Signature page to Second Amendment
to AutoNation Credit Agreement

The foregoing is hereby acknowledged, agreed and consented to by each of the undersigned Guarantors:


EACH OF THE SUBSIDIARIES LISTED ON ANNEX A HERETO
By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title:	Treasurer


EACH OF THE SUBSIDIARIES LISTED ON ANNEX B HERETO
By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title:	Assistant Treasurer

Annex A

ACER Fiduciary, Inc.
AN Dealership Holding Corp.
Atrium Restaurants, Inc.
Auto Ad Agency, Inc.
Auto Holding Corp.
AutoNation Corporate Management LLC
AutoNation Enterprises Incorporated
AutoNation Financial Services Corp.
AutoNation Holding Corp.
AutoNation Motors Holding Corp.
AutoNation Vermont, Inc.
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
BOSC Automotive Realty, Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Courtesy Leasing, Inc.
Corporate Properties Holding, Inc.
Dealership Properties, Inc.
Dealership Realty Corporation
Driver’s Mart Worldwide, Inc.
Empire Services Agency, Inc.
Florida Auto Corp.
Mechanical Warranty Protection, Inc.
Real Estate Holdings, Inc.
Republic Resources Company
Republic Risk Management Services, Inc.
Resources Aviation, Inc.
Rosecrans Investments, LLC
RRM Corporation
RSHC, Inc.
SCM Realty, Inc.
Spitfire Properties, Inc.
The Consulting Source, Inc.
Triangle Corporation

Annex B

7 Rod Real Estate North, a Limited Liability Company
7 Rod Real Estate South, a Limited Liability Company
▇▇▇▇▇▇▇ Chevrolet-Miami, Inc.
▇▇▇▇▇▇▇ Chevrolet-Tampa, Inc.
▇▇ ▇▇▇▇▇▇▇ Ford, LLC
▇▇▇▇▇▇ ▇▇▇▇▇ Motors, Inc.
▇▇▇▇▇▇▇ Bavarian
▇▇▇▇▇▇▇ Bavarian Holding, LLC
All-State Rent A Car, Inc.
American Way Motors, Inc.
AN Cadillac of WPB, LLC
AN California Region Management, LLC
AN Chevrolet — Arrowhead, Inc.
AN Chevrolet of Phoenix, LLC
AN ▇▇ ▇▇▇▇▇▇▇▇, Inc.
AN Collision Center of Addison, Inc.
AN Corpus Christi Chevrolet, LP
AN Corpus Christi GP, LLC
AN Corpus Christi Imports Adv. GP, LLC
AN Corpus Christi Imports Adv., LP
AN Corpus Christi Imports GP, LLC
AN Corpus Christi Imports II GP, LLC
AN Corpus Christi Imports II, LP
AN Corpus Christi Imports, LP
AN Corpus Christi Motors, Inc.
AN Corpus ▇▇▇▇▇▇▇ ▇. Imports GP, LLC
AN Corpus ▇▇▇▇▇▇▇ ▇. Imports, LP
AN County Line Ford, Inc.
AN East Central Region Management, LLC
AN Florida Region Management, LLC
AN Fremont Luxury Imports, Inc.
AN Imports of Lithia Springs, LLC
AN Imports on Weston Road, Inc.
AN Luxury Imports GP, LLC
AN Luxury Imports Holding, LLC
AN Luxury Imports of Pembroke Pines, Inc.
AN Luxury Imports of San Diego, Inc.
AN Luxury Imports of Sarasota, Inc.
AN Luxury Imports, Ltd.
AN Motors of Delray Beach, Inc.
AN Motors of Scottsdale, LLC
AN Pontiac GMC Houston North GP, LLC
AN Pontiac GMC Houston North, LP
AN Subaru Motors, Inc.
AN Texas Region Management, Ltd.
AN West Central Region Management, LLC
AN/CF Acquisition Corp.

AN/FMK Acquisition Corp.
AN/GMF, Inc.
AN/KPBG Motors, Inc.
AN/MF Acquisition Corp.
AN/MNI Acquisition Corp.
AN/PF Acquisition Corp.
AN/STD Acquisition Corp.
▇▇▇▇▇▇▇▇ Chevrolet
▇▇▇▇▇▇▇▇ Chevrolet Los Gatos, Inc.
▇▇▇▇▇▇▇▇ Cupertino, Inc.
Appleway Chevrolet, Inc.
Auto Car Holding, LLC
Auto Car, Inc.
Auto Mission Holding, LLC
Auto Mission, Ltd.
Auto West, Inc.
Autohaus Holdings, Inc.
AutoNation Dodge of Pembroke Pines, Inc.
AutoNation Fort Worth Motors, Ltd.
AutoNation GM GP, LLC
AN Imports of Fort Lauderdale, Inc.
AutoNation Imports of Katy GP, LLC
AutoNation Imports of Katy, L.P.
AutoNation Imports of Lithia Springs, Inc.
AutoNation Imports of Longwood, Inc.
AutoNation Imports of Palm Beach, Inc.
AutoNation Imports of Winter Park, Inc.
AutoNation Motors of Lithia Springs, Inc.
AutoNation North Texas Management GP, LLC
AutoNation Northwest Management, LLC
AutoNation Orlando Venture Holdings, Inc.
AutoNation Realty Corporation
AutoNation USA of ▇▇▇▇▇▇▇, Inc.
AutoNation V. Imports of Delray Beach, LLC
▇▇▇▇▇▇▇▇ Auto, Inc.
▇▇▇▇▇▇▇▇ Chrysler Jeep of Frisco, L.P.
▇▇▇▇▇▇▇▇ ▇▇ GP, LLC
▇▇▇▇▇▇▇▇ ▇▇▇▇ of Frisco, Ltd. Co.
▇▇▇▇▇▇▇▇ Nissan in Irving, Inc.
▇▇▇▇▇▇▇▇ Nissan Lewisville GP, LLC
▇▇▇▇▇▇▇▇ Nissan Lewisville, Ltd.
Bargain Rent-A-Car
Batfish, LLC
BBCSS, Inc.
Beach City Chevrolet Company, Inc.
Beach City Holding, LLC
Beacon Motors, Inc.
▇▇▇▇ Dodge, L.L.C.
Bengal Motor Company, Ltd.
Bengal Motors, Inc.
▇▇▇▇ ▇▇▇▇▇▇ Chevrolet, LLC

▇▇▇▇▇▇▇ Dodge, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ Ford, Inc.
Body Shop Holding Corp.
▇▇▇▇▇ & ▇▇▇▇▇ Chevrolet — Superstition Springs, LLC
▇▇▇▇▇ & ▇▇▇▇▇ Chevrolet, Inc.
▇▇▇▇▇ & ▇▇▇▇▇ Nissan Mesa, L.L.C.
▇▇▇▇▇ & ▇▇▇▇▇ Nissan, Inc.
Buick Mart Limited Partnership
Bull Motors, LLC
▇. ▇▇▇▇▇▇▇, Inc.
Carlisle Motors, LLC
▇▇▇▇▇▇▇ Holding, LLC
▇▇▇▇▇▇▇, LLC
Cerritos Body Works Holding, LLC
Cerritos Body Works, Inc.
Cerritos Imports Holding, LLC
Cerritos Imports, Inc.
Champion Chevrolet Holding, LLC
Champion Chevrolet, LLC
Champion Ford, Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Chevrolet GP, LLC
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Chevrolet, Ltd.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Chrysler-Plymouth, Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇’ Courtesy Ford, Ltd.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇’ Courtesy GP, LLC
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ F. GP, LLC
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Ford, Ltd.
Chesrown Auto, LLC
Chesrown Chevrolet, LLC
Chesrown Collision Center, Inc.
Chesrown Ford, Inc.
Chevrolet World, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ Ford of Marietta, LLC
▇▇ ▇▇▇▇▇▇▇▇ Holding, LLC
Coastal Cadillac, Inc.
Consumer Car Care Corporation
Contemporary Cars, Inc.
▇▇▇▇-▇▇▇▇▇▇▇▇▇ Ford, Inc.
Costa Mesa Cars Holding, LLC
Costa Mesa Cars, Inc.
Courtesy Auto Group, Inc.
Courtesy Broadway, LLC
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Motors, Inc.
CT Intercontinental GP, LLC
CT Intercontinental, Ltd.
CT Motors, Inc.
D/L Motor Company
Deal Dodge of Des Plaines, Inc.
Desert Buick-GMC Trucks, L.L.C.
Desert Chrysler-Plymouth, Inc.

Desert Dodge, Inc.
Desert GMC, L.L.C.
Desert Lincoln-Mercury, Inc.
▇▇▇▇▇ Brothers Buick-Pontiac, Inc.
▇▇▇▇▇ Ford of Memphis, Inc.
▇▇▇▇▇ Ford, Inc.
▇▇▇▇▇ Mobile Bay, Inc.
▇▇▇▇▇ Motors of Arizona, Inc.
Dodge of Bellevue, Inc.
▇▇▇ ▇▇▇▇▇▇ Chevrolet, Inc.
▇▇▇ ▇▇▇▇▇▇ Imports, Inc.
Don-A-Vee Jeep Eagle, Inc.
Downers Grove Dodge, Inc.
Eastgate Ford, Inc.
▇▇ ▇▇▇▇▇▇▇▇ Ford, LLC
▇▇▇▇▇▇ Motor Company, Inc.
▇▇▇▇▇▇ Motor Holding, LLC
El Monte Imports Holding, LLC
El Monte Imports, Inc.
El Monte Motors Holding, LLC
El Monte Motors, Inc.
Elmhurst Auto Mall, Inc.
Emich Chrysler Plymouth, LLC
Emich Dodge, LLC
Emich Oldsmobile, LLC
Emich Subaru West, LLC
Financial Services GP, LLC
Financial Services, Ltd
First Team Automotive Corp.
First Team Ford of Manatee, Ltd.
First Team Ford, Ltd.
First Team Imports, Ltd.
First Team Jeep Eagle, Chrysler Plymouth, Ltd.
First Team Management, Inc.
First Team Premier, Ltd.
Fit Kit Holding, LLC
Fit Kit, Inc.
Ford of Garden Grove Limited Partnership
Ford of ▇▇▇▇▇▇▇▇, Inc.
▇▇▇ Chevrolet, LLC
Fox Imports, LLC
Fox Motors, LLC
▇▇▇▇ ▇▇▇▇▇▇ Motors, Inc.
Fremont Luxury Imports Holding, LLC
Ft. Lauderdale Nissan, Inc.
G.B. Import Sales & Service Holding, LLC
G.B. Import Sales & Service, LLC
▇▇▇▇ ▇▇▇▇▇ Ford, LLC
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Nissan, LLC
Government Boulevard Motors, Inc.
Gulf Management, Inc.

Hayward Dodge, Inc.
▇▇▇▇▇▇▇ Auto Group, Inc.
Hollywood Imports Limited, Inc.
Hollywood Kia, Inc.
Horizon Chevrolet, Inc.
House of Imports Holding, LLC
House of Imports, Inc.
Houston Auto M. Imports Greenway, Ltd.
Houston Auto M. Imports North, Ltd.
Houston Imports ▇▇▇▇▇▇▇▇ ▇▇, LLC
Houston Imports North GP, LLC
Hub Motor Company, LLC
Irvine Imports Holding, LLC
Irvine Imports, Inc.
Irvine Toyota/Nissan/Volvo Limited Partnership
Jemautco, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ Chevrolet, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ Dodge, Inc.
▇▇▇ ▇▇▇▇▇▇▇ Chevrolet Co.
▇▇▇ ▇▇▇▇▇▇▇ Ford Lincoln-Mercury, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Ford
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Imports No. I
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Infiniti
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Infiniti Holding, LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Oldsmobile
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, LLC
J-R Advertising Company
J-R Motors Company North
J-R Motors Company South
JRJ Investments, Inc.
J-R-M Motors Company Northwest LLC
Kenyon Dodge, Inc.
King’s Crown Ford, Inc.
▇.▇. ▇▇▇▇▇ Motors WPB, Inc.
▇.▇. ▇▇▇▇▇ Motors, Inc.
▇▇▇▇▇ Children, Inc.
Leesburg Imports, LLC
Leesburg Motors, LLC
▇▇▇ ▇▇▇▇▇ Chevrolet, Inc.
▇▇▇ ▇▇▇▇’▇ Ford, Inc.
▇▇▇ ▇▇▇▇’▇ Irvine Nissan Holding, LLC
▇▇▇ ▇▇▇▇’▇ Irvine Nissan, Inc.
Lewisville Imports GP, LLC
Lewisville Imports, Ltd.
Lexus of Cerritos Limited Partnership
Lot 4 Real Estate Holdings, LLC
MacHoward Leasing
Machoward Leasing Holding, LLC
MacPherson Enterprises, Inc.
Magic Acquisition Corp.
Magic Acquisition Holding, LLC

Marks Family Dealerships, Inc.
Marks Transport, Inc.
Maroone Chevrolet Ft. Lauderdale, Inc.
Maroone Chevrolet, LLC
Maroone Dodge, LLC
Maroone Ford, LLC
Maroone Management Services, Inc.
Maroone Oldsmobile, LLC
MC/RII, LLC
▇▇▇▇▇▇ Holdings, Inc.
Metro Chrysler Jeep, Inc.
Midway Chevrolet, Inc.
▇▇▇▇ ▇▇▇▇ Chevrolet, Inc.
▇▇▇▇ ▇▇▇▇ Chrysler Plymouth Jeep Eagle, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Inc.
▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Automotive, LLC
Mission Blvd. Motors, Inc.
Mr. Wheels Holding, LLC
Mr. Wheels, Inc.
▇▇▇▇▇▇▇▇ East, LLC
▇▇▇▇▇▇▇▇ Ford North Canton, Inc.
▇▇▇▇▇▇▇▇ Ford South, Inc.
▇▇▇▇▇▇▇▇ Lincoln-Mercury, Inc.
▇▇▇▇▇▇▇▇ of ▇▇▇▇▇▇▇▇, LLC
▇▇▇▇▇▇▇▇ Used Cars, Inc.
Naperville Imports, Inc.
Newport Beach Cars Holding, LLC
Newport Beach Cars, LLC
▇▇▇▇▇▇▇ Ford, Ltd.
▇▇▇▇▇▇▇ ▇▇, LLC
Nissan of ▇▇▇▇▇▇▇, Inc.
Northpoint Chevrolet, LLC
Northpoint Ford, Inc.
Northwest Financial Group, Inc.
Ontario Dodge, Inc.
Orange County Automotive Imports, LLC
▇▇▇▇▇▇-▇▇▇▇▇▇ Ford Sales, Inc.
▇▇▇▇▇▇ ▇▇▇▇▇▇ Automotive
▇▇▇▇▇▇ ▇▇▇▇▇▇ Automotive Holding, LLC
▇▇▇▇▇▇ ▇▇▇▇▇▇ F. Holding, LLC
▇▇▇▇▇▇ ▇▇▇▇▇▇ Ford
▇▇▇▇▇▇ ▇▇▇▇▇▇ Infiniti
▇▇▇▇▇▇ ▇▇▇▇▇▇ Infiniti Holding, LLC
▇▇▇▇▇▇ ▇▇▇▇▇▇ Jaguar
▇▇▇▇▇▇ ▇▇▇▇▇▇ Lincoln-Mercury
Peyton ▇▇▇▇▇▇ ▇▇ Holding, LLC
▇▇▇▇▇▇ Automotive Corporation
▇▇▇▇▇▇, LLC
▇▇▇▇▇ Buick-Pontiac-GMC of Scottsdale, Inc.
▇▇▇▇▇ Chrysler-Plymouth-Jeep of Scottsdale, Inc.
▇▇▇▇▇ Chrysler-Plymouth-Jeep on ▇▇▇▇, Inc.

▇▇▇▇▇ Isuzu-Subaru-Hyundai of Scottsdale, Inc.
Plains Chevrolet GP, LLC
Plains Chevrolet, Ltd.
PMWQ, Inc.
PMWQ, Ltd.
Port City Imports, Inc.
Prime Auto Resources, Inc.
Quality Nissan GP, LLC
Quality Nissan, Ltd.
▇▇▇▇▇▇▇ Motors, Inc.
R. Coop Limited
▇.▇. ▇▇▇▇▇▇▇ ▇▇, Inc.
▇.▇. ▇▇▇▇▇▇▇ III, Inc.
Republic DM Property Acquisition Corp.
RI Merger Corp.
RI/ASC Acquisition Corp.
RI/BB Acquisition Corp.
RI/BBNM Acquisition Corp.
RI/BRC Real Estate Corp.
RI/DM Acquisition Corp.
RI/Hollywood Nissan Acquisition Corp.
RI/LLC Acquisition Corp.
RI/LLC-2 Acquisition Corp.
RI/PII Acquisition Corp.
RI/RMC Acquisition GP, LLC
RI/RMC Acquisition, Ltd.
RI/RMP Acquisition Corp.
RI/RMT Acquisition GP, LLC
RI/RMT Acquisition, Ltd.
RI/WFI Acquisition Corporation
RKR Motors, Inc.
Roseville Motor Corporation
Roseville Motor Holding, LLC
Sahara Imports, Inc.
Sahara Nissan, Inc.
▇▇▇▇ Chevrolet Holding, LLC
▇▇▇▇ Chevrolet, Inc.
Service Station Holding Corp.
Shamrock F. Holding, LLC
Shamrock Ford, Inc.
Six Jays LLC
SMI Motors Holding, LLC
SMI Motors, Inc.
▇▇▇▇▇▇ European Holding, LLC
▇▇▇▇▇▇ European, Inc.
Southwest Dodge, LLC
Star Motors, LLC
▇▇▇▇▇▇▇▇ Chevrolet GP, LLC
▇▇▇▇▇▇▇▇ Chevrolet, Ltd.
Steeplechase Motor Company
▇▇▇▇▇ ▇▇▇▇▇ Chevrolet Delray, LLC

▇▇▇▇▇ ▇▇▇▇▇ Chevrolet, LLC
▇▇▇▇▇ ▇▇▇▇▇’▇ Buy-Right Auto Center, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ Pontiac-Buick-GMC-Truck, LLC
Stevens Creek Holding, LLC
Stevens Creek Motors, Inc.
Sunrise Nissan of Jacksonville, Inc.
Sunrise Nissan of Orange Park, Inc.
Sunset Pontiac-GMC Truck South, Inc.
Sunset Pontiac-GMC, Inc.
Superior Nissan, Inc.
▇▇▇▇▇▇▇▇▇ Chrysler-Plymouth Jeep-Eagle, LLC
▇▇▇▇▇▇▇▇▇ H. Imports, LLC
▇▇▇▇▇▇▇▇▇ Imports, LLC
▇▇▇▇▇▇▇▇▇ Nissan, LLC
▇▇▇▇▇▇▇▇▇ Town Center, Inc.
Tartan Advertising, Inc.
▇▇▇▇▇ Incorporated
▇▇▇▇▇▇ Jeep Eagle, LLC
Team Dodge, Inc.
▇▇▇▇▇ ▇▇▇▇ Motor Cars Holding, LLC
▇▇▇▇▇ ▇▇▇▇ Motor Cars, Ltd.
Texan Ford Sales, Ltd.
Texan Ford, Inc.
Texan Lincoln-Mercury, Inc.
Texan Sales GP, LLC
Texas Management Companies LP, LLC
The ▇▇▇▇▇▇ Corporation II, Inc.
Tinley Park A. Imports, Inc.
Tinley Park J. Imports, Inc.
Tinley Park V. Imports, Inc.
Torrance Nissan Holding, LLC
Torrance Nissan, LLC
▇▇▇▇▇▇▇ Ford, Inc.
Town & Country Chrysler Jeep, Inc.
Toyota Cerritos Limited Partnership
T-West Sales & Service, Inc.
Valencia B. Imports Holding, LLC
Valencia B. Imports, Inc.
Valencia Dodge
Valencia Dodge Holding, LLC
Valencia H. Imports Holding, LLC
Valencia H. Imports, Inc.
Valley Chevrolet, LLC
▇▇▇▇▇▇▇▇▇▇ Motors Holding, LLC
▇▇▇▇▇▇▇▇▇▇ Motors, Inc.
▇▇▇▇▇▇▇▇▇▇ Olds/GMC Truck, Inc.
▇▇▇▇▇▇▇▇▇▇ Truck Holding, LLC
Village Motors, LLC
▇▇▇▇▇ ▇▇▇▇▇ Chevrolet, Inc.
▇▇▇▇▇ ▇▇▇▇▇ Holding, LLC
W.O. ▇▇▇▇▇▇▇▇ Nissan, Inc.

▇▇▇▇▇▇▇ ▇▇▇▇▇, LLC
▇▇▇▇▇▇▇ ▇▇▇▇, LLC
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-Mercury, LLC
▇▇▇▇▇▇▇ Nissan, LLC
▇▇▇▇ Automotive Group, Inc.
West Colton Cars, Inc.
West Side Motors, Inc.
Westgate Chevrolet GP, LLC
Westgate Chevrolet, Ltd.
Westmont A. Imports, Inc.
Westmont B. Imports, Inc.
Westmont M. Imports, Inc.
Woody Capital Investment Company II
Woody Capital Investment Company III
Working Man’s Credit Plan, Inc.
York Enterprises Holding, LLC

ANNEX I

EXHIBIT A
Applicable Commitment Percentages


	Revolving Credit		Revolving			Term Loan A		Term
Lender	Commitment		Percentage			Commitment		Percentage
JPMorgan Chase Bank, N.A.	$	130,576,924.00		18.653846286	%	$	84,423,076.00		14.070512667	%
Bank of America, N.A.		70,000,000.00		10.000000000	%		60,000,000.00		10.000000000	%
Toyota Motor Credit Corporation		62,500,000.00		8.928571429	%		62,500,000.00		8.928571429	%
Wachovia Bank, National Association		67,307,692.00		9.615384571	%		57,692,308.00		9.615384667	%
Comerica Bank		45,769,231.00		6.538461571	%		39,230,769.00		6.538461500	%
SunTrust Bank		45,769,231.00		6.538461571	%		39,230,769.00		6.538461500	%
Sovereign Bank		43,076,923.00		6.153846143	%		36,923,077.00		6.153846167	%
Fifth Third Bank, A Michigan Banking Corporation		40,384,615.00		5.769230714	%		34,615,385.00		5.769230833	%
▇▇▇▇▇ Fargo Bank, N.A.		35,000,000.00		5.000000000	%		30,000,000.00		4.285714286	%
Calyon		25,000,000.00		4.166666667	%		40,000,000.00		6.666666667	%
Mizuho Corporate Bank, Ltd.		35,000,000.00		5.000000000	%
Mizuho Corporate Bank (USA)							30,000,000.00		4.285714286	%
Union Bank of California, N.A.		32,307,692.00		4.166666667	%		27,692,308.00		4.615384667	%
LaSalle Bank National Association		21,538,462.00		3.571428571	%		18,461,538.00		3.076923000	%
Commercebank, NA		8,076,923.00		1.153846143	%		6,923,077.00		1.153846167	%
E.Sun Commercial Bank, Ltd., Los Angeles Branch		8,076,923.00		1.153846143	%		6,923,077.00		1.153846167	%
Cathay United Bank		8,076,923.00		1.153846143	%		6,923,077.00		1.153846167	%
Mega International Commercial Bank Co., Ltd. New York Branch		8,076,923.00		1.153846143	%		6,923,077.00		1.153846167	%
▇▇▇ ▇▇▇ Commercial Bank, Ltd., Los Angeles Branch		5,384,615.00		0.769230714	%		4,615,385.00		0.769230833	%
The Bank of East Asia, Ltd., New York Branch		5,384,615.00		0.769230714	%		4,615,385.00		0.769230833	%
▇▇▇▇▇ ▇▇▇ Commercial Bank, Ltd., New York Branch		2,692,308.00		0.384615429	%		2,307,692.00		0.384615333	%
Totals	$	700,000,000		100	%	$	600,000,000		100	%

SECOND AMENDMENT

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