EX-4.4






SECOND SUPPLEMENTAL INDENTURE




SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of
August 27, 2012, among Penske Automotive Group, Inc. (formerly known as United Auto Group, Inc.), a
Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred
to below) and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New
York Trust Company, N.A.), as trustee under the Indenture referred to below (the
“Trustee”).



W I T N E S S E T H:




WHEREAS, the Company, the Guarantors and the Trustee heretofore executed and delivered an
Indenture, dated as of December 7, 2006 (the “Base Indenture”), as supplemented by the
Amended and Restated Supplemental Indenture, dated as of May 3, 2011 (the “First Supplemental
Indenture,” and together with the Base Indenture, the “Indenture”), providing for the
issuance of the 7.750% Senior Subordinated Notes due 2016 (the “Securities”) (capitalized
terms used herein but not otherwise defined have the meanings ascribed thereto in the Indenture);



WHEREAS, the Company has offered to purchase for cash any and all of the outstanding
Securities (the “Tender Offer”) and requested that Holders of the Securities deliver their
consents (the “Consents”) to eliminate substantially all of the restrictive covenants and
eliminate or modify certain events of default and related provisions contained in the Indenture
(the “Consent Solicitation”) pursuant to the Offer to Purchase and Consent Solicitation
Statement, dated August 14, 2012 (the “Statement”), and the related Consent and Letter of
Transmittal;



WHEREAS, in accordance with Section 902 of the Indenture, the Trustee, the Company and the
Guarantors, together with the written consent of the Holders of at least a majority in aggregate
principal amount of the Outstanding Securities as of the date hereof, may add any provision to or
amend, modify or change in any manner or eliminate any of the provisions of the Indenture and the
Securities as described below (including consents obtained in connection with a tender offer for
the Securities);



WHEREAS, the Company and the Guarantors are undertaking to execute and deliver this Second
Supplemental Indenture to amend certain terms and covenants in the Indenture (the “Proposed
Amendments”) in connection with the Tender Offer and Consent Solicitation;



WHEREAS, the Company and the Guarantors have obtained the written consent to the Proposed
Amendments to the Indenture from the Holders of at least a majority in aggregate principal amount
of the Outstanding Securities in order to effect the Proposed Amendments and all other conditions
precedent provided under the Indenture to permit the Company, the Guarantors and the Trustee to
enter into this Second Supplemental Indenture have been satisfied;



WHEREAS, this Second Supplemental Indenture shall be effective upon its execution by the
Company, the Guarantors and the Trustee, and the Proposed Amendments effected by this Second
Supplemental Indenture shall become operative with respect to the Securities on the Initial Payment
Date (as defined herein) in accordance with Section 2.1 hereof;



WHEREAS, the Company has requested that the Trustee join with it in entering into this Second
Supplemental Indenture for the purpose of amending the Indenture in accordance with the Proposed
Amendments to eliminate substantially all of the restrictive covenants and eliminate or modify
certain events of default and related provisions contained in the Indenture, as permitted by
Section 902 of the Indenture;



WHEREAS, pursuant to Section 902 and Section 903 of the Indenture, the Trustee is authorized
to execute and deliver this Second Supplemental Indenture;



WHEREAS, this Second Supplemental Indenture has been duly authorized by all necessary
corporate action on the part of the Company and the Guarantors; and



WHEREAS, all things necessary have been done to make this Second Supplemental Indenture, when
executed and delivered by the Company, the Guarantors and the Trustee, the legal, valid and binding
agreement of the Company, the Guarantors and the Trustee, in accordance with its terms.



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



ARTICLE I

Amendments




Section 1.1. Amendments to the Indenture. The Indenture is hereby amended as
follows:




	 	(i)	 	Section 501 is hereby amended by deleting clause (c) in its
entirety and replacing clause (c) with the following:






“(c) (i) there shall be a default in the performance, or breach, of Sections
1002, 1003, 1004, 1019 or 1020 by the Company or any Guarantor under this
Indenture or any Guarantee (other than a default in the performance, or a
breach of a covenant or agreement which is specifically dealt with in clause
(a), (b) or in clause (ii) of this clause (c)) and such default or breach
shall continue for a period of 60 days after written notice has been given,
by certified mail, (x) to the Company by the Trustee or (y) to the Company
and the Trustee by the Holders of at least 25% in aggregate principal amount
of the outstanding Securities; or (ii) there shall be a default in the
performance or breach of the provisions of Article Eight;”;




	 	(ii)	 	Section 501 is hereby amended by deleting clauses (d) and (f)
in their entirety and replacing such clauses (d) and (f) with the following:
“INTENTIONALLY OMITTED.”;






	 	(iii)	 	Section 501 is hereby amended by deleting clauses (g) and (h)
in their entirety and replacing such clauses (g) and (h) with the following:






“(g) there shall have been the entry by a court of competent jurisdiction of
(i) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Bankruptcy Law or (ii) a decree or
order adjudging the Company bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment or composition of or in respect of
the Company under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its
properties, or ordering the winding up or liquidation of its affairs, and
any such decree or order for relief shall continue to be in effect, or any
such other decree or order shall be unstayed and in effect, for a period of
60 consecutive days; or




(h) (i) the Company commences a voluntary case or proceeding under any
applicable Bankruptcy Law or any other case or proceeding to be adjudicated
bankrupt or insolvent, (ii) the Company consents to the entry of a decree or
order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Bankruptcy Law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, (iii) the Company
files a petition or answer or consent seeking reorganization or relief under
any applicable federal or state law, (iv) the Company (1) consents to the
filing of such petition or the appointment of, or taking possession by, a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or of any substantial part of its properties, (2)
makes an assignment for the benefit of creditors (3) admits in writing its
inability to pay its debts generally as they become due or (v) the Company
takes any corporate action in furtherance of any such actions in this
paragraph (h).”;




	 	(iv)	 	Sections 1005, 1006, 1007, 1008, 1009, 1010, 1011, 1012, 1013,
1014, 1016, 1017, 1018, 801(a)(ii) and (iii) and 801(b)(ii) are hereby amended
by deleting all such Sections in their entirety and all references thereto
contained elsewhere in the Indenture in their entirety and replacing each such
Section with the following: “INTENTIONALLY OMITTED.”;






	 	(v)	 	Section 1019 is hereby amended by deleting such Section in its
entirety and replacing it with the following:






“Section 1019. Provision of Financial Reports.




The Company will comply with the applicable provisions of Section 314(a) of
the Trust Indenture Act.”; and




	 	(vi)	 	Section 1020 is hereby amended by deleting paragraph (a) in its
entirety and replacing such paragraph (a) with the following:






“(a) The Company shall deliver to the Trustee, not less often than annually,
an Officer’s Certificate stating that, as to each such Officer’s knowledge,
the Company has complied with all conditions and covenants under the
Indenture.”.



Section 1.2. Amendment of Securities. Subject to Article II hereof, any of the terms
or provisions present in the Securities that relate to any of the provisions of the Indenture, as
amended by this Second Supplemental Indenture, shall also be amended, mutatis mutandis, so as to be
consistent with the amendments made by this Second Supplemental Indenture.



Section 1.3. Amendment of Definitions. Subject to Article II hereof, any defined
terms present in the Indenture, the Securities or the Guarantees but no longer used as a result of
the amendments made by this Second Supplemental Indenture are hereby eliminated in the Indenture,
the Securities or the Guarantees, as applicable. The definition of any defined term used in the
Indenture, the Securities or the Guarantees where such definition is set forth in any of the
sections or subsections of the Indenture that are eliminated by this Second Supplemental Indenture
and the term it defines is still used elsewhere in the Indenture, the Securities or the Guarantees
after the amendments hereby become operative shall be deemed to become part of, and defined in,
Section 101 of the Indenture. Such defined terms are to be in alphanumeric order within Section
101 of the Indenture.



Section 1.4 Amendment of References. The Indenture and the Securities are hereby
amended by deleting all references in the Indenture and the Securities to those sections and
subsections that are deleted as a result of the amendments made by this Second Supplemental
Indenture.



ARTICLE II

Miscellaneous




Section 2.1. Effect and Operation of Second Supplemental Indenture. This Second
Supplemental Indenture shall be effective and binding immediately upon its execution and delivery
by the Company, the Guarantors and the Trustee, and thereupon this Second Supplemental Indenture
shall form a part of the Indenture for all purposes, and every Security and Guarantee heretofore or
hereafter authenticated and delivered under the Indenture shall be bound hereby; provided however,
notwithstanding anything in the Indenture or this Second Supplemental Indenture to the contrary,
the amendments set forth in Article I of this Section Supplemental Indenture shall become operative
only upon and simultaneously with, and shall have no force and effect prior to, the Company’s
acceptance and initial payment for Securities validly tendered (and not validly withdrawn) pursuant
to the Tender Offer and representing at least a majority in aggregate principal amount of the
Securities then outstanding (such date of payment, the “Initial Payment Date”). Prior to
the time the Company purchases any Securities pursuant to the Tender Offer, the Company may
terminate this Second Supplemental Indenture upon written notice to the Trustee, including in
connection with any termination or withdrawal of the Tender Offer or the solicitation of Consents
with respect to the Proposed Amendments (as defined in the Statement) or if for any other reason
the Securities are not accepted for payment pursuant to the Tender Offer. If the Tender Offer is
terminated or withdrawn, or the Company does not accept for purchase, and pay for, the Securities
for any reason, this Second Supplemental Indenture shall not become operative.



Section 2.2. Indenture Remains in Full Force and Effect. Except as amended or
supplemented hereby, all provisions in the Indenture shall remain in full force and effect.



Section 2.3. Indenture and Supplemental Indenture Construed Together. This Second
Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this
Second Supplemental Indenture shall henceforth be read and construed together.



Section 2.4. Confirmation and Preservation of Indenture. The Indenture, as
supplemented by this Second Supplemental Indenture, is in all respects confirmed and preserved.



Section 2.5. Conflict with the Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with any provision of the Trust Indenture Act or another provision which is
required or deemed to be included in this Second Supplemental Indenture by any of the provisions of
the Trust Indenture Act, the provision or requirement of the Trust Indenture Act shall control. If
any provision of this Second Supplemental Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to
this Second Supplemental Indenture as so modified or to be excluded, as the case may be.



Section 2.6. Separability Clause. In case any provision in this Second Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



Section 2.7. Benefits of Supplemental Indenture. Nothing in this Second Supplemental
Indenture or in the Securities or Guarantees, express or implied, shall give to any Person (other
than the parties hereto and their successors hereunder, any Paying Agent and the Holders and the
holders of Senior Debt and Senior Guarantor Debt) any benefit or any legal or equitable right,
remedy or claim under the Indenture, the Second Supplemental Indenture or the Securities.



Section 2.8. Successors and Assigns. All covenants and agreements in this Second
Supplemental Indenture by the Company and the Guarantors shall bind their respective successors and
assigns, whether so expressed or not. All agreements of the Trustee in this Second Supplemental
Indenture shall bind its successors.



Section 2.9. No Personal Liability of Directors, Officers, Employees and
Stockholders. No director, officer, employee, stockholder, incorporator or agent of the
Company or any Guarantor, as such, will have any liability for any obligations of the Company or
the Guarantors under the Securities, the Guarantees, the Indenture, as amended by this Second
Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each Holder of the Securities by accepting a Security waives and releases all
such liability.



Section 2.10. Certain Duties and Responsibilities of the Trustee. In entering into
this Second Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision
of the Indenture and the Securities relating to the conduct or affecting the liability or affording
protection to the Trustee, whether or not elsewhere herein so provided.



Section 2.11. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS SECOND 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.



Section 2.12. Counterparts. This Second Supplemental Indenture may be executed in
any number of counterparts, each of which shall be deemed an original; but all such counterparts
shall together constitute but one and the same instrument.



Section 2.13. Effect of Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.



Section 2.14. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are made solely by the
Company and the Guarantors.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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



	 
	PENSKE AUTOMOTIVE GROUP, INC.

By: /s/ David Jones                                         

	 

	Name: David Jones

Title: Executive Vice President and Chief

Financial Officer








	 	 	THE GUARANTORS:





	 
	ATLANTIC AUTO FUNDING CORPORATION

	ATLANTIC AUTO SECOND FUNDING CORPORATION

	ATLANTIC AUTO THIRD FUNDING CORPORATION

	AUTO MALL PAYROLL SERVICES, INC.

	AUTOMOTIVE MEDIA HOLDINGS, LLC

	BRETT MORGAN CHEVROLET-GEO, INC.

	CENTRAL FORD CENTER, INC.

	CJNS, LLC







1




	 
	CLASSIC AUTO GROUP, INC.

	CLASSIC ENTERPRISES, LLC

	CLASSIC IMPORTS, INC.

	CLASSIC MANAGEMENT COMPANY, INC.

	CLASSIC MOTOR SALES, LLC

	CLASSIC NISSAN OF TURNERSVILLE, LLC

	CLASSIC SPECIAL ADVERTISING, INC.

	CLASSIC SPECIAL AUTOMOTIVE GP, LLC

	CLASSIC SPECIAL, LLC

	CLASSIC TURNERSVILLE, INC.

	COVINGTON PIKE DODGE, INC.

	CYCLE HOLDINGS, LLC

	DAN YOUNG CHEVROLET, INC.

	DEALER ACCESSORIES, LLC

	DIFEO PARTNERSHIP, LLC

	EUROPA AUTO IMPORTS, INC.

	FLORIDA CHRYSLER PLYMOUTH, INC.

	FRN OF TULSA, LLC

	GENE REED CHEVROLET, INC.

	GMG MOTORS, INC.

	GOODSON NORTH, LLC

	GOODSON PONTIAC-GMC, LLC

	GOODSON SPRING BRANCH, LLC

	HBL, LLC

	HT AUTOMOTIVE, LLC

	JS IMPORTS, LLC

	KMPB, LLC

	KMT/UAG, INC.

	LANDERS AUTO SALES, LLC

	LANDERS BUICK-PONTIAC, INC.

	LANDERS FORD NORTH, INC.

	LANDERS UNITED AUTO GROUP NO. 2, INC.

	LATE ACQUISITION I, LLC

	LATE ACQUISITION II, LLC

	LRP, LTD.

	MICHAEL CHEVROLET-OLDSMOBILE, INC.

	MOTORCARS ACQUISITION II, LLC

	MOTORCARS ACQUISITION III, LLC

	MOTORCARS ACQUISITION IV, LLC

	MOTORCARS ACQUISITION V, LLC

	MOTORCARS ACQUISITION VI, LLC

	MOTORCARS ACQUISITION, LLC

	NATIONAL CITY FORD, INC.

	PAG ACQUISITION 27, LLC

	PAG ACQUISITION 28, LLC

	PAG ACQUISITION 32, LLC

	PAG ACQUISITION 33, LLC

	PAG ACQUISITION 35, LLC

	PAG ACQUISITION 36, LLC

	PAG ACQUISITION 37, LLC

	PAG ACQUISITION 38, LLC

	PAG ACQUISITION 39, LLC

	PAG ACQUISITION 40, LLC

	PAG ACQUISITION 41, LLC

	PAG ARKANSAS F1, LLC

	PAG ARKANSAS F2, LLC

	PAG ARKANSAS MIT, LLC

	PAG ATLANTA MANAGEMENT, INC.

	PAG AUSTIN H1, LLC

	PAG AUSTIN S1, LLC

	PAG AVONDALE H1, LLC

	PAG BEDFORD A1, LLC

	PAG BEDFORD P1, LLC

	PAG BEDFORD PROPERTIES, LLC

	PAG CHANTILLY M1, LLC

	PAG CLOVIS T1, INC.

	PAG DISTRIBUTOR S1, LLC

	PAG GOODYEAR F1, LLC

	PAG GREENWICH M1, LLC

	PAG INVESTMENTS, LLC

	PAG MARIN M1, INC.

	PAG MENTOR A1, INC.

	PAG MICHIGAN HOLDINGS, LLC

	PAG MICHIGAN S1, LLC

	PAG NORTH SCOTTSDALE BE, LLC

	PAG NORTHERN CALIFORNIA MANAGEMENT, INC.

	PAG ONTARIO B1, INC.

	PAG ORANGE COUNTY MANAGEMENT CO., INC.

	PAG ORANGE COUNTY RR1, INC.

	PAG ORLANDO GENERAL, INC.

	PAG ORLANDO LIMITED, INC.

	PAG SAN DIEGO M1, LLC

	PAG SAN FRANCISCO N1, INC.

	PAG SAN JOSE S1, INC.

	PAG SANTA ANA AVW, INC.

	PAG SANTA ANA B1, INC.

	PAG TEMPE M1, LLC

	PAG TEXAS MANAGEMENT COMPANY, LLC

	PAG TURNERSVILLE AU, LLC

	PAG WEST ACQUISITION 7, INC.

	PAG WEST ACQUISITION 8, INC.

	PAG WEST ACQUISITION 9, INC.

	PAG WEST BAY MIT, LLC

	PAG WEST, LLC

	PALM AUTO PLAZA, LLC

	PEACHTREE NISSAN, INC.

PENSKE CAR RENTAL MEMPHIS, LLC

	PENSKE DIRECT, LLC

	PENSKE WHOLESALE OUTLET, LLC

	PETER PAN MOTORS, INC.

	PMRC, LLC

	RELENTLESS PURSUIT ENTERPRISES, INC.

	SA AUTOMOTIVE, LTD.

	SAU AUTOMOTIVE, LTD.

	SCOTTSDALE 101 MANAGEMENT, LLC

	SCOTTSDALE FERRARI, LLC

	SCOTTSDALE JAGUAR, LTD.

	SCOTTSDALE MANAGEMENT GROUP, LTD.

	SCOTTSDALE PAINT & BODY, LLC

	SDG AUTOMOTIVE INVESTMENTS, LLC

	SIGMA MOTORS, INC.

	SK MOTORS, LLC

	SL AUTOMOTIVE, LLC

	SOMERSET MOTORS, INC.

	SUN MOTORS, LLC

	TAMBURRO ENTERPRISES, INC.

	TRI-CITY LEASING, INC.

	TURNERSVILLE AUTO OUTLET, LLC

	UAG ARKANSAS FLM, LLC

	UAG ATLANTA H1, LLC

	UAG ATLANTA IV MOTORS, INC.

	UAG CAPITOL, INC.

	UAG CAROLINA, INC.

	UAG CENTRAL NJ, LLC

	UAG CENTRAL REGION MANAGEMENT, LLC

	UAG CHANTILLY AU, LLC

	UAG CHCC, INC.

	UAG CHEVROLET, INC.

	UAG CITRUS MOTORS, LLC

	UAG CLASSIC, INC.

	UAG CLOVIS, INC.

	UAG CONNECTICUT, LLC

	UAG DULUTH, INC.

	UAG EAST, LLC

	UAG ESCONDIDO A1, INC.

	UAG ESCONDIDO H1, INC.

	UAG ESCONDIDO M1, INC.

	UAG FAYETTEVILLE I, LLC

	UAG FAYETTEVILLE II, LLC

	UAG FAYETTEVILLE III, LLC

	UAG FINANCE COMPANY, INC.

	UAG GRACELAND II, INC.

	UAG HUDSON CJD, LLC

	UAG HUDSON, INC.

	UAG INTERNATIONAL HOLDINGS, INC.

	UAG KISSIMMEE MOTORS, INC.

	UAG LANDERS SPRINGDALE, LLC

	UAG LOS GATOS, INC.

	UAG MARIN, INC.

	UAG MEMPHIS II, INC.

	UAG MEMPHIS IV, INC.

	UAG MEMPHIS MANAGEMENT, INC.

	UAG MENTOR ACQUISITION, LLC

	UAG MICHIGAN CADILLAC, LLC

	UAG MICHIGAN H1, LLC

	UAG MICHIGAN H2, LLC

	UAG MICHIGAN PONTIAC-GMC, LLC

	UAG MICHIGAN T1, LLC

	UAG MICHIGAN TMV, LLC

	UAG MINNEAPOLIS B1, LLC

	UAG NANUET II, LLC

	UAG NEVADA LAND, LLC

	UAG NORTHEAST, LLC

	UAG PHOENIX VC, LLC

	UAG REALTY, LLC

	UAG ROYAL PALM M1, LLC

	UAG ROYAL PALM, LLC

	UAG SAN DIEGO A1, INC.

	UAG SAN DIEGO AU, INC.

	UAG SAN DIEGO H1, INC.

	UAG SAN DIEGO JA, INC.

	UAG SAN DIEGO MANAGEMENT, INC.

	UAG SPRING, LLC

	UAG STEVENS CREEK II, INC.

	UAG SUNNYVALE, INC.

	UAG TEXAS II, INC.

	UAG TEXAS, LLC

	UAG TULSA HOLDINGS, LLC

	UAG TURNERSVILLE MOTORS, LLC

	UAG TURNERSVILLE REALTY, LLC

	UAG VK, LLC

	UAG WEST BAY AM, LLC

	UAG WEST BAY FM, LLC

	UAG WEST BAY IA, LLC

	UAG WEST BAY IAU, LLC

	UAG WEST BAY IB, LLC

	UAG WEST BAY II, LLC

	UAG WEST BAY IL, LLC

	UAG WEST BAY IM, LLC

	UAG WEST BAY IN, LLC

	UAG WEST BAY IP, LLC

	UAG WEST BAY IV, LLC

	UAG WEST BAY IW, LLC

	UAG YOUNG II, INC.

	UAG-CARIBBEAN, INC.

	UNITED AUTOCARE PRODUCTS, LLC

	UNITED AUTO LICENSING, LLC

	UNITED AUTO SCOTTSDALE PROPERTY HOLDINGS, LLC

	UNITED FORD BROKEN ARROW, LLC

	UNITED FORD NORTH, LLC

	UNITED NISSAN, INC.

	UNITED NISSAN, INC. (A TENNESSEE CORPORATION)

	UNITED RANCH AUTOMOTIVE, LLC

	UNITEDAUTO DODGE OF SHREVEPORT, INC.

	UNITEDAUTO FIFTH FUNDING INC.

	UNITEDAUTO FINANCE, INC.

	UNITEDAUTO FOURTH FUNDING INC.

	WEST PALM AUTO MALL, INC.

	WEST PALM NISSAN, LLC

	WEST PALM S1, LLC

	WESTBURY SUPERSTORE, LTD.

	YOUNG MANAGEMENT GROUP, INC.







By: /s/ David Jones                                         

Its: Assistant Treasurer




	 
	COUNTY AUTO GROUP PARTNERSHIP

	OCT PARTNERSHIP

	HUDSON MOTORS PARTNERSHIP

	SOMERSET MOTORS PARTNERSHIP

	DANBURY AUTO PARTNERSHIP

	DIFEO HYUNDAI PARTNERSHIP

	DIFEO NISSAN PARTNERSHIP

	DIFEO CHRYSLER PLYMOUTH JEEP EAGLE PARTNERSHIP

	DIFEO TENAFLY PARTNERSHIP

	DIFEO LEASING PARTNERSHIP







	 	 	 
	By:

	 	DIFEO PARTNERSHIP, LLC
	Its:

	 	General Partner
	By:

	 	PENSKE AUTOMOTIVE GROUP, INC.
	Its:

	 	Sole Member






By: /s/ David Jones                                         

Its: Executive Vice President and Chief

Financial Officer





WTA MOTORS, LTD.



	 	 	 
	By:

	 	LATE ACQUISITION II, LLC
	Its:

	 	General Partner
	By:

	 	PENSKE AUTOMOTIVE GROUP, INC.
	Its:

	 	Sole Member






By: /s/ David Jones                                         

Its: Executive Vice President and Chief

Financial Officer





UAG HOUSTON ACQUISITION, LTD.



	 	 	 
	By:

	 	UAG TEXAS II, INC.
	Its:

	 	General Partner
	By:

	 	PENSKE AUTOMOTIVE GROUP, INC.
	Its:

	 	Sole Shareholder
	By:

	 	/s/ David Jones                                         
	
 
	 	 
	Its:

	 	Executive Vice President and Chief






Financial Officer



	 
	UAG GD, LTD.

	UAG GN, LTD.

	UAG GP, LTD.

	UAG GW, LTD.







	 	 	 
	By:

	 	UAG HOUSTON ACQUISITION, LTD.
	Its:

	 	General Partner
	By:

	 	UAG TEXAS II, INC.
	Its:

	 	General Partner
	By:

	 	PENSKE AUTOMOTIVE GROUP, INC.
	Its:

	 	Sole Shareholder
	By:

	 	/s/ David Jones                                         
	
 
	 	 
	Its:

	 	Executive Vice President and Chief






Financial Officer



	 
	CLASSIC SPECIAL HYUNDAI, LTD.

	CLASSIC OLDSMOBILE-PONTIAC-GMC, LTD.

	CLASSIC SPECIAL AUTOMOTIVE, LTD.

	HILL COUNTRY IMPORTS, LTD.







	 	 	 
	By:

	 	TAMBURRO ENTERPRISES, INC.
	Its:

	 	General Partner
	By:

	 	PAG West, LLC
	Its:

	 	Sole Shareholder
	By:

	 	PENSKE AUTOMOTIVE GROUP, INC.
	Its:

	 	Sole Member
	By:

	 	/s/ David Jones                                         
	
 
	 	 
	Its:

	 	Executive Vice President and Chief






Financial Officer



	 
	D. YOUNG CHEVROLET, LLC

	DAN YOUNG MOTORS, LLC

	PAG EAST, LLC

	UAG OLDSMOBILE OF INDIANA, LLC

	YOUNG AUTOMOTIVE HOLDINGS, LLC







	 	 	 
	By:

	 	PENSKE AUTOMOTIVE GROUP, INC.
	Its:

	 	MEMBER
	By:

	 	UAG YOUNG II, INC.
	Its:

	 	MEMBER
	By:

	 	/s/ David Jones                                         
	
 
	 	 
	Its:

	 	Executive Vice President and Chief






Financial Officer




PAG ORLANDO PARTNERSHIP, LTD.



	 	 	 
	By:

	 	PAG ORLANDO GENERAL, INC.
	Its:

	 	General Partner
	By:

	 	UAG KISSIMMEE MOTORS, INC.
	Its:

	 	Sole Shareholder
	By:

	 	PENSKE AUTOMOTIVE GROUP, INC.
	Its:

	 	Sole Member
	By:

	 	/s/ David Jones                                         
	
 
	 	 
	Its:

	 	Executive Vice President and Chief






Financial Officer



	 	 	 
	THE BAN
	 	K OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By: /s/ Lawrence M. Kusch                                    

	 	 	 

	 	 	Name: Lawrence M. Kusch

Title: Vice President








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