Exhibit 4.1.2





EXHIBIT 4.1.2




PENSKE AUTOMOTIVE GROUP, INC.

as Issuer,




THE GUARANTORS NAMED HEREIN

as Guarantors,




and




BANK OF NEW YORK TRUST COMPANY, N.A.

as Trustee,




3.50% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2026




AMENDED AND RESTATED SUPPLEMENTAL INDENTURE




Dated as of February 19, 2010




to




INDENTURE




Dated as of January 31, 2006




 


 









 







AMENDED AND RESTATED SUPPLEMENTAL INDENTURE




AMENDED AND RESTATED SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February
19, 2010, among PAG NORTHERN CALIFORNIA MANAGEMENT, INC., PAG SANTA ANA AVW, INC., PAG WEST
ACQUISITION 1, INC. and PAG WEST ACQUISITION 2, INC. (each a “Guaranteeing Subsidiary”),
subsidiaries of Penske Automotive Group, Inc. (or its permitted successor), a Delaware corporation
(the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein)
and Bank of New York Trust Company, N.A., successor to J.P. Morgan Trust Company, National
Association, as trustee under the Indenture referred to below (the “Trustee”).



WITNESSETH




WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of January 31, 2006 providing for the issuance of 3.50% Senior Subordinated
Convertible Notes due 2026 (the “Notes”);



WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall
execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing
Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the
Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and



WHEREAS, pursuant to Section 10.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.



NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:



1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.



2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide a Guarantee on the
terms and subject to the conditions set forth in the Guarantee and in the Indenture including but
not limited to Article 12 thereof, including the subordination provisions thereof.



4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee,
incorporator, stockholder or agent of the Guaranteeing Subsidiary(ies), as such, shall have any
liability for any obligations of the Company or any Guaranteeing Subsidiary(ies) under the Notes,
any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the Notes or any Guarantee
by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes and this Guarantee.



5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL
INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


 









 





6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same agreement.



7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect
the construction hereof.



8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.



IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed
and attested, all as of the date first above written.



Dated as of February 19, 2010




	 	 	 	 	 
	 	SIGNATURES



PENSKE AUTOMOTIVE GROUP, INC.

 	 
	 	By:  	/s/ Robert O’Shaughnessy
 	 
	 	 	Name:  	Robert O’Shaughnessy 	 
	 	 	Title:  	Executive Vice President — Finance and
CFO 	 
	 	

GUARANTORS:



UAG MINNEAPOLIS B1, LLC

JS IMPORTS, LLC

PALM AUTO PLAZA, LLC

WEST PALM NISSAN, LLC

UAG BOSTON FMM, LLC

UAG BOSTON FMB, LLC

UAG BOSTON FML, LLC

UAG BOSTON FMR, LLC

UAG BOSTON BENTLEY, LLC

WEST PALM S1, LLC

 	 
	 	By:  	/s/ Robert O’Shaughnessy
 	 
	 	 	Name:  	Robert O’Shaughnessy 	 
	 	 	Title:  	Assistant Treasurer 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	SCOTTSDALE 101 MANAGEMENT, LLC

SCOTTSDALE PAINT & BODY, LLC

UAG ACQUISITION 1, LLC

UAG ACQUISITION 2, LLC

UAG ACQUISITION 3, LLC

UAG ACQUISITION 4, LLC

UAG ACQUISITION 5, LLC

TAMBURRO ENTERPRISES, INC.

CLASSIC SPECIAL ADVERTISING, INC.

CLASSIC SPECIAL, LLC

CLASSIC SPECIAL AUTOMOTIVE GP, LLC

 	 
	 	By:  	/s/ Robert O’Shaughnessy
 	 
	 	 	Name:  	Robert O’Shaughnessy 	 
	 	 	Title:  	Assistant Treasurer 	 



	 	 	 	 	 	 	 	 	 	 	 
	 	 	CLASSIC OLDSMOBILE-PONTIAC-GMC, LTD. 


CLASSIC SPECIAL HYUNDAI, LTD. 


HILL COUNTRY IMPORTS, LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	CLASSIC SPECIAL, LLC	 	 
	 	 	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Robert O’Shaughnessy
 

Name: Robert O’Shaughnessy
	 	 
	 

	 	 	 	 	 	 	 	Title:    Assistant Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	CLASSIC SPECIAL AUTOMOTIVE, LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	CLASSIC SPECIAL AUTOMOTIVE GP, LLC	 	 
	 	 	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Robert O’Shaughnessy
 

Name: Robert O’Shaughnessy
	 	 
	 

	 	 	 	 	 	 	 	Title:    Assistant Treasurer	 	 






 


 









 





	 	 	 	 	 
	 	ADDITIONAL GUARANTORS




PAG LONG ISLAND M1, LLC

PAG LONG ISLAND A1, LLC

PAG LONG ISLAND B1, LLC

PAG LONG ISLAND L1, LLC

TURNERSVILLE AUTO OUTLET, LLC

SMART USA DISTRIBUTOR LLC

PAG NORTH SCOTTSDALE BE, LLC

PENSKE DIRECT, LLC

CYCLE HOLDINGS, LLC

PAG TURNERSVILLE AU, LLC

PAG ACQUISITION 15, LLC

PAG MICHIGAN S1, LLC

PAG AUSTIN S1, LLC

PAG CLOVIS T1, INC.

PAG ORLANDO LIMITED, INC.

PAG ORLANDO GENERAL, INC.

 	 
	 	By:  	/s/ Robert O’Shaughnessy
 	 
	 	 	Name:  	Robert O’Shaughnessy 	 
	 	 	Title:  	Assistant Treasurer 	 



	 	 	 	 	 	 	 	 	 	 	 
	 	 	PAG ORLANDO PARTNERSHIP, LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: PAG ORLANDO GENERAL, INC.	 	 
	 	 	 	 	Its: General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Robert O’Shaughnessy
 

Name: Robert O’Shaughnessy
	 	 
	 

	 	 	 	 	 	 	 	Title:    Assistant Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	HBL, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Penske Automotive Group, Inc.	 	 
	 	 	 	 	Its: Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Robert O’Shaughnessy
 

Name: Robert O’Shaughnessy
	 	 
	 

	 	 	 	 	 	 	 	Title:    Executive Vice President-Finance	 	 






	 	 	 	 	 
	 	PETER PAN MOTORS, INC.

 	 
	 	By:  	/s/ Robert O’Shaughnessy
 	 
	 	 	Name:  	Robert O’Shaughnessy 	 
	 	 	Title:  	Assistant Treasurer 	 



	 	 	 	 	 	 	 	 	 	 	 
	 	 	UAG MENTOR ACQUISITION, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Penske Automotive Group, Inc.	 	 
	 	 	 	 	Its: Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Robert O’Shaughnessy
 

Name: Robert O’Shaughnessy
	 	 
	 

	 	 	 	 	 	 	 	Title:    Executive Vice President-Finance	 	 






 


 









 





	 	 	 	 	 	 	 
	 	 	PAG SAN JOSE S1, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert O’Shaughnessy
 

Name: Robert O’Shaughnessy
	 	 
	 

	 	 	 	Title:    Assistant Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	AUTOMOTIVE MEDIA HOLDINGS, LLC
	 	 	PAG ACQUISITION 20, LLC
	 	 	PAG ACQUISITION 21, LLC
	 	 	PAG ACQUISITION 22, LLC
	 	 	PAG ACQUISITION 23, LLC
	 	 	PAG ACQUISITION 24, LLC
	 	 	PAG ACQUISITION 25, LLC
	 	 	PAG ACQUISITION 26, LLC
	 
	 	 	 	 	 	 
	 	 	By: PENSKE AUTOMOTIVE GROUP, INC.
	 	 	Its: Sole Member
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert O’Shaughnessy
 

Name: Robert O’Shaughnessy
	 	 
	 

	 	 	 	Title:    Executive Vice President-Finance and
CFO	 	 
	 
	 	 	 	 	 	 
	 	 	PAG NORTHERN CALIFORNIA MANAGEMENT, INC.
	 	 	PAG SANTA ANA AVW, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert O’Shaughnessy
 

Name: Robert O’Shaughnessy
	 	 
	 

	 	 	 	Title:    Assistant Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	PAG WEST ACQUISITION 1, LLC
	 	 	PAG WEST ACQUISITION 2, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert O’Shaughnessy
 

Name: Robert O’Shaughnessy
	 	 
	 

	 	 	 	Title:    Treasurer	 	 






 


 









 





THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee,

as successor in interest to

J.P. Morgan Trust Company, N.A.




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ D.G. Donovan
 	 
	 	 	Name:  	D.G. Donovan 	 
	 	 	Title:  	Vice President