EXHIBIT 10.45
BILL OF SALE AND ASSIGNMENT
THIS BILL OF SALE AND ASSIGNMENT, dated effective as of February 18, 2003, is made by GROUP 1
REALTY, INC., a Delaware corporation ("Seller") for the benefit of REHCO, L.L.C., an Oklahoma limited
liability company ("Buyer").
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Seller,
Seller hereby sells, conveys, transfers, assigns, and sets unto Buyer the following (collectively the "Transferred
Property"):
1. Those improvements owned by Seller and located on, or used in connection with the real property described
in Exhibit A attached hereto and made a part hereof, including without limitation, all facility and land
improvements, exterior lighting, concrete or asphalt driveway and parking, all contract rights and documents of
title, whether considered real or personal property ("Real Property"). Such Real Property being the Howard
Honda and Acura dealerships;
S 2. Any site plans, surveys, soil and substratum studies, architectural drawings, plans and specifications,
engineering, electrical and mechanical plans and studies, floor plans, landscape plans, appraisals, feasibility
studies, and other plans and studies, if any and in Seller's possession or control that relate to the Real Property, to
the extent that they are assignable, without representation or warranty of any kind whatsoever as to the
assignability of such items or any matter contained therein;
3. Any unexpired warranties, guaranties and bonds, including, without limitation, contractors' and manufacturers'
warranties or guaranties, belonging to Seller in connection with the Real Property, but only to the extent such
warranties, guaranties and bonds can be lawfully assigned; and
4. Any governmental permits, licenses, certificates and authorizations, including, without limitation, certificates of
occupancy, held by Seller and related to the construction, use or operation of the Real Property, but only to the
extent such permits, lic