ESL and Lampert Sign Voting Agreement with AutoNation, Toyota and Honda $$

Lampert currently owns 45% of AutoNation (AN)

First, here is the agreement with Honda (HMC) regarding the ESL voting agreement.

American Honda Motor Co., Inc.
1919 Torrance Boulevard
Torrance, CA 90501
Attention: Dealer Development
RE: AutoNation, Inc. Framework Agreement
Dear Mr. Colliver:
Reference is made to that certain Framework Agreement, dated as of June 9, 1998 and as amended from time to time (the “Framework Agreement”), by and between American Honda Motor Co., Inc. (“American Honda”) and AutoNation, Inc. (formerly known as Republic Industries, Inc.) (“AutoNation”).
American Honda hereby consents to the acquisition by ESL Investments, Inc. and any person, entity or group that directly, or indirectly though one or more intermediaries, controls, or is controlled by, or is under common control with, ESL Investments, Inc. (for the avoidance of doubt, other than AutoNation and its subsidiaries) (collectively, the “ESL Parties”) of fifty percent (50%) or more of the outstanding common stock, par value $0.01 per share, of AutoNation (the “Common Stock”) (the “Acquisition”), upon the following terms and conditions which shall only apply at such time and for so long as the ESL Parties own fifty percent (50%) or more of the then outstanding Common Stock:
1. At each meeting of the stockholders of AutoNation, whether an annual meeting or a special meeting, however called, and at each adjournment or postponement of any such meeting (a “Stockholders’ Meeting”), and in all other circumstances in which a vote, consent or other approval (including, without limitation, by written consent) is sought by or from the stockholders of AutoNation (any such vote, consent or approval, a “Stockholders’ Consent”), the ESL Parties shall appear at such Stockholders’ Meeting or otherwise cause all shares of Common Stock owned by the ESL Parties to be counted as present for the purpose of establishing a quorum.
At each Stockholders’ Meeting and in connection with the execution of each Stockholders’ Consent, in either case at such times that the ESL Parties own in excess of fifty percent (50%) of the then outstanding Common Stock, all shares of Common Stock owned by the ESL Parties in excess of fifty percent (50%) of the then outstanding Common Stock on the applicable record date (the “Additional Shares”) shall be voted on each matter proposed in the same proportion as all outstanding shares of Common Stock not owned by the ESL Parties are actually voted on such matter (it being understood that, in connection with any Stockholders’ Consent, shares of Common Stock not owned by the ESL Parties that abstain or are not present will be treated as shares abstaining or not present, as the case may be).

2. AutoNation shall use best efforts to provide that its board of directors shall be comprised of a majority of directors who qualify as “independent” directors under the listing standards of Rule 303A.02(b) of The New York Stock Exchange (the “NYSE”) Listed Company Manual, as in effect on the date hereof, and who would qualify as “independent” directors of ESL Investments, Inc. under the listing standards of Rule 303A.02(b) of the NYSE Listed Company Manual, as in effect on the date hereof, if ESL Investments, Inc. was an NYSE-listed company; provided, however, that if AutoNation should fail to comply with the foregoing requirement due to (i) a vacancy on its board of directors or (ii) a member of its board of directors ceasing to meet such independence standards due to circumstances beyond AutoNation’s reasonable control, AutoNation shall regain compliance with the foregoing requirement by the later of (A) its next annual stockholders’ meeting or (B) 180 days from the occurrence of the event that caused the failure to comply.

3. The parties hereto agree to the following:
(a) No ESL Party shall knowingly acquire any direct or indirect ownership interest in any Honda or Acura dealership except through or in conjunction with AutoNation (which acquisition will be subject to the Framework Agreement), provided that the ESL Parties may make or acquire passive investments in public companies, mutual funds and similar entities where such investments by the ESL Parties represent cumulative less than five percent (5%) interest in any Honda or Acura dealership in which such entity is so invested. For purposes of this Section 3(a), any acquisition of a direct or indirect ownership interest in any Honda or Acura dealership by Edward S. Lampert or any person who is in the Immediate Family (as such term is defined in the American Honda Motor Co., Inc. Policy on the Ownership of Multiple Honda and Acura Dealerships) of Edward S. Lampert shall be attributable to the ESL Parties.
(b) The ESL Parties, AutoNation and American Honda agree that any dispute arising under this letter agreement shall be resolved by the dispute resolution procedures set forth in Section 8 of the Framework Agreement.

(c) The ESL Parties acknowledge and agree to abide by the limits on representation of AutoNation on any Honda and Acura Dealer organizations as set forth in Section 3 of the Framework Agreement.

(d) The terms of this letter agreement shall be governed by and construed according to the laws of the State of New York without applying is conflicts of law principles.

(e) The ESL Parties may not pledge or grant a security interest in the Common Stock owned by the ESL Parties except as provided in the following sentence or with the consent of American Honda in accordance with the “American Honda Motor Co., Inc. Policy on the Granting of Security Interest in the Shares of Any Entity That Owns an Interest in a Honda or Acura Dealership,” a copy of which is attached as Exhibit A hereto. American Honda hereby agrees that the ESL Parties may grant a security interest in the proceeds of the sale of the shares of Common Stock owned by the ESL Parties, provided that the grantee agrees as follows:
(i) that it will never attempt to vote such shares (except to approve an American Honda-approved transfer of such shares) or exercise managerial control over any Listed Dealership; and

(ii) that its interest in such shares shall be limited to the proceeds derived from the sale of such shares to the extent of the outstanding balance of the note secured by such shares.
(f) The ESL Parties agree to abide by the remedies set forth in the Framework Agreement and, with respect to any ownership interest they may have in a Listed Dealership that becomes subject to any such remedies, they will cooperate in the execution of such remedies (for example, the purchase of a Listed Dealership by American Honda as ordered by an arbitrator) and not oppose any such remedy except as part of AutoNation’s participation in arbitration pursuant to Section 8 of the Framework Agreement.

(g) The ESL Parties shall be jointly and severally responsible for compliance by each ESL Party with the provisions of Section 3 of this letter agreement.

(h) The ESL Parties that currently own Common Stock are listed on Exhibit B hereto.
4. AutoNation and American Honda hereby reaffirm the terms and conditions of the Framework Agreement, which they agree shall continue in existence without modification. This letter agreement (a) may not be amended, waived or modified except by an instrument in writing signed by American Honda, AutoNation and the ESL Parties 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.

5. In light of the consent given pursuant to this letter agreement and in consideration of the continuing adherence of AutoNation and the ESL Parties to the terms hereof, American Honda will not exercise any rights pursuant to Section 1.3.5 and/or Section 7 of the Framework Agreement that it might otherwise have as a result of the Acquisition. Nothing in this letter agreement shall be construed as consent to a “Rule 13e-3 transaction” as that term is defined in Rule 13e-3 of the Securities Exchange Act of 1934.

6. All communications and notices pursuant to this letter agreement shall be in writing and be given in person or by means of facsimile or other means of wire transmission, by overnight courier or by mail and shall be addressed as follows:

If to American Honda:
American Honda Motor Co., Inc.
Honda Division
1919 Torrance Boulevard
Torrance, CA 90501
Attention: Dealer Development
Facsimile: (310) 222-7065

with a copy to:
Associate General Counsel
Honda North America, Inc.
Law Department
700 Van Ness Avenue
Torrance, CA 90509-2206
Facsimile: (310) 781-4970

If to AutoNation:
AutoNation, Inc.
110 S.E. 6th St.
Fort Lauderdale, FL 33301
Attention: President
Facsimile: (954) 769-4666

with a copy to:
AutoNation, Inc.
110 S.E. 6th St.
Fort Lauderdale, FL 33301
Attention: General Counsel
Facsimile: (954) 769-6340

If to the ESL Parties:
ESL Investments, Inc
200 Greenwich Avenue
Greenwich, CT 06830
Attention: William C. Crowley
Facsimile: 203-861-9834

Read the letter to Toyota (TM)

ESL Voting Agreement

ESL Investments, Inc
200 Greenwich Avenue
Greenwich, CT 06830
Attention: William C. Crowley
RE: ESL Voting Agreement
Dear Mr. Crowley:
Reference is made to that certain letter agreement, dated as of the date hereof (the “Honda Consent”), among American Honda Motor Co., Inc. (“American Honda”), AutoNation, Inc. (“AutoNation”) and the ESL Parties (as defined in the Honda Consent) and to that certain letter agreement, dated as of the date hereof (the “Toyota Consent”), among Toyota Motor Sales, U.S.A., Inc. (“Toyota”), AutoNation and ESL (as defined in the Toyota Consent).
For the period provided in Section 3 below, notwithstanding any provision to the contrary contained in the Honda Consent and Toyota Consent and at such time as ESL Investments, Inc. and any person, entity or group that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, ESL Investments, Inc. (for the avoidance of doubt, other than AutoNation and its subsidiaries) (together with ESL Investments, Inc., the “ESL Affiliated Parties”) own forty-five percent (45%) or more of the outstanding common stock, par value $0.01 per share, of AutoNation (the “Common Stock”):
1. At each meeting of the stockholders of AutoNation, whether an annual meeting or a special meeting, however called, and at each adjournment or postponement of any such meeting (a “Stockholders’ Meeting”), and in all other circumstances in which a vote, consent or other approval (including, without limitation, by written consent) is sought by or from the stockholders of AutoNation (any such vote, consent or approval, a “Stockholders’ Consent”), the ESL Affiliated Parties shall appear at such Stockholders’ Meeting or otherwise cause all shares of Common Stock owned by the ESL Affiliated Parties to be counted as present for the purpose of establishing a quorum.
2. At each Stockholders’ Meeting and in connection with the execution of each Stockholders’ Consent, all shares of Common Stock owned by the ESL Affiliated Parties in excess of forty-five percent (45%) of the then outstanding Common Stock on the applicable record date (the “Additional Shares”) shall be voted on each matter proposed in the same proportion as all outstanding shares of Common Stock not owned by the ESL Affiliated Parties are actually voted on such matter (it being understood that, in connection with any Stockholders’ Consent, shares of Common Stock not owned by the ESL Affiliated Parties that abstain or are not present will be treated as shares abstaining or not present, as the case may be).

3. This letter agreement shall commence as of the date first set forth above and shall continue in full force and effect until January 28, 2010 unless the parties mutually agree to extend the agreement. The termination of this letter agreement shall have no effect on the Honda Consent or the Toyota Consent.
The terms of this letter agreement shall be governed by and construed according to the laws of the State of Delaware without applying its conflicts of law principles.

Disclosure (“none” means no position):Long AN

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