Extension Agreement to Consent Agreement among Toyota Motor Sales, AutoNation, and ESL Investments (2009)
This agreement, dated November 23, 2009, is between Toyota Motor Sales, U.S.A., Inc., AutoNation, Inc., and ESL Investments, Inc. and its affiliates. It extends the termination date of a prior Consent Agreement from December 31, 2009, to December 31, 2010. All other terms of the original Consent Agreement remain unchanged and in effect. The agreement requires written consent from all parties for any further amendments and can be executed in counterparts. The document is signed by authorized representatives of all involved parties.
Exhibit 10.2
November 23, 2009
Toyota Motor Sales, U.S.A., Inc.
James Lentz, President
19001 South Western Avenue
Torrance, California 90509
| RE: | AutoNation, Inc. Consent Agreement |
Dear Mr. Lentz:
Reference is made to that certain letter agreement (the “Consent Agreement”), dated as of January 28, 2009, by and among Toyota Motor Sales, U.S.A., Inc. (“Toyota”), AutoNation, Inc. (“AutoNation”) and ESL Investments, Inc. and its investment affiliates set forth on Exhibit A to 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: (i) agrees that the “Termination Date” of the Consent Agreement as set forth in paragraph 7 thereto, which previously read “December 31, 2009”, shall be amended to read “December 31, 2010” and (ii) reaffirms the terms of the Consent Agreement, as amended by this letter agreement, and agrees that the Consent Agreement, as so 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.
* * * *
Toyota Motor Sales, U.S.A., Inc.
Page 2
| Very truly yours, |
| ESL INVESTMENTS, INC. |
| /s/ William C. Crowley |
| William C. Crowley, President & Chief Operating Officer |
| ESL PARTNERS, L.P. |
| /s/ William C. Crowley |
| William C. Crowley, President & Chief Operating Officer of ESL Investments, Inc., the ultimate General Partner to ESL Partners, L.P. |
| ESL INSTITUTIONAL PARTNERS, L.P. |
| /s/ William C. Crowley |
| William C. Crowley, President & Chief Operating Officer of ESL Investments, Inc., the ultimate General Partner to ESL Institutional Partners, L.P. |
| ESL INVESTORS, L.L.C. |
| /s/ William C. Crowley |
| William C. Crowley, President & Chief Operating Officer of ESL Investments, Inc., the ultimate Managing Member to ESL Investors, L.L.C. |
| CBL PARTNERS, L.P. |
| /s/ William C. Crowley |
| William C. Crowley, President & Chief Operating Officer of ESL Investments, Inc., the ultimate General Partner to CBL Partners, L.P. |
Toyota Motor Sales, U.S.A., Inc.
Page 3
| TYNAN, LLC |
| /s/ William C. Crowley |
| William C. Crowley, Managing Member |
| ESL INVESTMENT MANAGEMENT, L.P. |
| /s/ William C. Crowley |
| William C. Crowley, President & Chief Operating Officer of ESL Investments, Inc., the ultimate General Partner to ESL Investment Management, L.P. |
| RBS PARTNERS, L.P. |
| /s/ William C. Crowley |
| William C. Crowley, President & Chief Operating Officer of ESL Investments, Inc., the ultimate General Partner to RBS Partners, L.P. |
| RBS INVESTMENT MANAGEMENT, L.L.C. |
| /s/ William C. Crowley |
| William C. Crowley, President & Chief Operating Officer of ESL Investments, Inc., the ultimate Managing Member to RBS Investment Management, L.L.C. |
Toyota Motor Sales, U.S.A., Inc.
Page 4
| ACKNOWLEDGED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE: |
| TOYOTA MOTOR SALES, U.S.A., INC. |
| /s/ James Lentz |
| James Lentz, President |
| AUTONATION, INC. |
| /s/ Michael E. Maroone |
| Michael E. Maroone, President |
