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Exhibit 10.4

April 23, 2010

Toyota Motor Sales, U.S.A., Inc.

James Lentz, President

19001 South Western Avenue

Torrance, California 90509

Dear Mr. Lentz:

Reference is made to that certain letter agreement (the “Consent Agreement”), dated as of January 28, 2009, as extended by that certain extension agreement (the “Extension Agreement”), dated November 23, 2009, by and among Toyota Motor Sales, U.S.A., Inc. (“Toyota”), AutoNation, Inc. (“AutoNation”), ESL Investments, Inc. and its investment affiliates set forth on Exhibit A to the Consent Agreement and such other investment affiliates of ESL Investments, Inc. or individuals that may be added as parties to the Consent Agreement from time to time pursuant to paragraph 9 of the Consent Agreement. Capitalized terms used but not defined in this letter agreement shall have the meanings ascribed thereto in the Consent Agreement.

Each of the parties hereto hereby agrees that paragraph 8 of the Consent Agreement shall be amended by adding the following language at the end of the last sentence of paragraph 8:

; provided, however, that if at any time after ESL has Owned in excess of fifty percent (50%) of the outstanding Common Stock, (i) the exercise of options to purchase Common Stock and/or (ii) the issuance or vesting of restricted shares of Common Stock causes ESL to no longer Own in excess of fifty percent (50%) of the then outstanding Common Stock, then this letter agreement, and Toyota’s waiver and consent hereunder, shall continue to be in effect until any subsequent disposition of Common Stock by ESL during the time when ESL’s Ownership is not in excess of fifty percent (50%) of the then outstanding Common Stock as a result of such exercise, issuance or vesting.

Toyota Motor Sales, U.S.A., Inc.

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Each of the parties hereto hereby reaffirms the terms of the Consent Agreement, as extended by the Extension Agreement and as amended by this letter agreement, and agrees that the Consent Agreement, as so extended and amended, shall remain in full force and effect until terminated in accordance with its terms.

This letter agreement (a) may not be amended, waived or modified except by an instrument in writing signed by Toyota, AutoNation and ESL Investments, Inc. and (b) may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but which when taken together shall constitute one and the same letter agreement.

Please acknowledge your agreement to the foregoing by signing and returning to the undersigned as soon as possible a counterpart of this letter.

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Toyota Motor Sales, U.S.A., Inc.

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Toyota Motor Sales, U.S.A., Inc.

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Toyota Motor Sales, U.S.A., Inc.

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