EX-4.3






EXECUTION COPY




REGISTRATION RIGHTS AGREEMENT

by and among




Penske Automotive Group, Inc.




and the Guarantors named herein




and

Merrill Lynch, Pierce, Fenner & Smith Incorporated

RBS Securities Inc.

J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

U.S. Bancorp Investments, Inc.

Stephens Inc.

BNP Paribas Securities Corp.




Dated as of August 28, 2012




Registration Rights Agreement




This Registration Rights Agreement (this “Agreement”) is made and entered into as of
August 28, 2012 by and among Penske Automotive Group, Inc., a Delaware corporation (the
“Company”), the guarantors listed herein (the “Guarantors”), and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, RBS Securities Inc., J.P. Morgan Securities LLC, Wells Fargo
Securities, LLC, U.S. Bancorp Investments, Inc., Stephens Inc. and BNP Paribas Securities Corp.
(each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of
whom has agreed to purchase the Company’s 5.75% Senior Subordinated Notes due 2022 (the
“Initial Notes”) pursuant to the Purchase Agreement (as defined below).



This Agreement is made pursuant to the Purchase Agreement, dated August 14, 2012 (the
“Purchase Agreement”) by and among the Company, the Guarantors and the Initial Purchasers
(i) for your benefit and for the benefit of each other Initial Purchaser and (ii) for the benefit
of the holders from time to time of the Notes (including you and each other Initial Purchaser). In
order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to
provide the registration rights set forth in this Agreement. The execution and delivery of this
Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of
the Purchase Agreement.



	 	 	 
	 	 	The parties hereby agree as follows:

	Section 1.
	 	Definitions







As used in this Agreement, the following capitalized terms shall have the following meanings:




Additional Interest Payment Date: With respect to the Initial Notes, each
Interest Payment Date.




Broker-Dealer: Any broker or dealer registered under the Exchange Act.



Broker-Dealer Period: As defined in Section 3 hereof.




Closing Date: The date of this Agreement.




Commission: The Securities and Exchange Commission.




Consummate: A registered Exchange Offer shall be deemed “Consummated” for
purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the
Securities Act of the Exchange Offer Registration Statement relating to the Exchange Notes
to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement
continuously effective and the keeping of the Exchange Offer open, in each case, for a
period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii)
the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the
same aggregate principal amount as the aggregate principal amount of Initial Notes that were
tendered by Holders thereof pursuant to the Exchange Offer.




Exchange Act: The Securities Exchange Act of 1934, as amended.




Exchange Notes: The 5.75% Senior Subordinated Notes due 2022 of the same series
under the Indenture as the Initial Notes, to be issued to Holders in exchange for Transfer
Restricted Securities pursuant to this Agreement.




Exchange Offer: The registration by the Company under the Securities Act of
the Exchange Notes pursuant to a Registration Statement pursuant to which the Company offers
the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange
all such outstanding Transfer Restricted Securities held by such Holders for Exchange Notes
in an aggregate principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities tendered in such exchange offer by such Holders.




Exchange Offer Registration Statement: The Registration Statement relating to
the Exchange Offer, including the related Prospectus.




Exempt Resales: The transactions in which the Initial Purchasers propose to
sell the Initial Notes to certain “qualified institutional buyers,” as such term is defined
in Rule 144A under the Securities Act, and to certain non-U.S. persons pursuant to
Regulation S under the Securities Act.




FINRA: Financial Industry Regulatory Authority, Inc.




Free Writing Prospectus. Each free writing prospectus (as defined in Rule 405
under the Securities Act) prepared by or on behalf of the Company and the Guarantors or used
or referred to by the Company and the Guarantors in connection with the resales of the Notes
or the offering of the Exchange Notes.




Holders: As defined in Section 2(b) hereof.




Indemnified Holder: As defined in Section 8(a) hereof.




Indenture: The Indenture, dated as of August 28, 2012, among the Company, the
Guarantors and The Bank of New York Mellon Trust Company, National Association, as trustee
(the “Trustee”), pursuant to which the Notes are to be issued, as such Indenture is
amended or supplemented from time to time in accordance with the terms thereof.




Initial Notes: The 5.75% Senior Subordinated Notes due 2022 of the same series
under the Indenture as the Exchange Notes, for so long as such securities constitute
Transfer Restricted Securities.




Initial Placement: The issuance and sale by the Company of the Initial Notes
to the Initial Purchasers pursuant to the Purchase Agreement.




Initial Purchaser: As defined in the preamble hereto.




Interest Payment Date: As defined in the Indenture and the Notes.




Notes: The Initial Notes and the Exchange Notes.




Person: An individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.




Prospectus: The prospectus included in a Registration Statement, as amended or
supplemented by any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such Prospectus.




Registration Default: As defined in Section 5 hereof.




Registration Statement: Any registration statement of the Company relating to
(a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for
resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which
is filed pursuant to the provisions of this Agreement, in each case, including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by reference therein.




Securities Act: The Securities Act of 1933, as amended.



Shelf Effectiveness Period: As defined in Section 4 hereof.




Shelf Filing Deadline: As defined in Section 4 hereof.




Shelf Registration Statement: As defined in Section 4 hereof.



Suspension Period: As defined in Section 6 hereof.




Trust Indenture Act: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa
77bbbb) as in effect on the date of the Indenture.




Transfer Restricted Securities: Each Initial Note, until the earliest to occur
of the date on which (a) such Initial Note is exchanged in the Exchange Offer and entitled
to be resold to the public by the Holder thereof without complying with the prospectus
delivery requirements of the Securities Act, (b) such Initial Note has been effectively
registered under the Securities Act and disposed of in accordance with a Shelf Registration
Statement, (c) such Initial Note is distributed to the public pursuant to Rule 144 under the
Securities Act or by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by
the Exchange Offer Registration Statement (including delivery of the Prospectus contained
therein), (d) such Initial Note (i) is freely transferable without restriction by persons
that are not affiliates of the Company pursuant to Rule 144 or any successor provision
thereto or otherwise where no conditions of Rule 144 are then applicable (other than the
holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding
period requirement is satisfied at such time of determination), (ii) does not bear any
restrictive legends relating to the Securities Act and (iii) does not bear a restrictive
CUSIP number; or (e) such Initial Note shall cease to be outstanding.




Underwritten Registration or Underwritten Offering: A registration in
which securities of the Company are sold to an underwriter for reoffering to the public.



Section 2. Securities Subject To This Agreement



(a) Transfer Restricted Securities. The securities entitled to the benefits of this
Agreement are the Transfer Restricted Securities.



(b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of
Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer
Restricted Securities.



Section 3. Registered Exchange Offer



(a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) below have been complied with), the Company
and the Guarantors shall (i) cause to be filed with the Commission an Exchange Offer Registration
Statement under the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use
their commercially reasonable efforts to cause such Registration Statement to become effective,
(iii) in connection with the foregoing, file (A) all pre-effective amendments to such Exchange
Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration
Statement to become effective, (B) if applicable, any post-effective amendment to such Exchange
Offer Registration Statement pursuant to the Securities Act and (C) use their commercially
reasonable efforts to cause all necessary filings in connection with the registration and
qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such an
Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on
the appropriate form permitting registration of the Exchange Notes to be offered in exchange for
the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as
contemplated by Section 3(c) below.



(b) The Company shall use its commercially reasonable efforts to cause the Exchange Offer
Registration Statement to be effective continuously and shall keep the Exchange Offer open for a
period of not less than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be
less than 20 business days after the date notice of the Exchange Offer is mailed, or otherwise
delivered, to the Holders. The Company shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the Notes shall be included
in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable
efforts to cause the Exchange Offer to be Consummated no later than 365 days after the Closing
Date.



(c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus
forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds
Initial Notes that are Transfer Restricted Securities and that were acquired for its own account as
a result of market-making activities or other trading activities (other than Transfer Restricted
Securities acquired directly from the Company), may exchange such Initial Notes pursuant to the
Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning
of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the
Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer
in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by
such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such
“Plan of Distribution” section shall also contain all other information with respect to such
resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant
thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the
amount of Notes held by any such Broker-Dealer except to the extent required by applicable law,
regulation or the Commission as a result of a change in policy after the date of this Agreement.



The Company and the Guarantors shall use their commercially reasonable efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented and amended as required
by the provisions of Section 6(d) below to the extent necessary to ensure that it is available for
resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities, and to ensure that it conforms with the requirements of
this Agreement, the Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period (the “Broker-Dealer Period”) ending on the
earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is
declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a
prospectus in connection with market-making or other trading activities.



The Company shall provide sufficient copies of the latest version of such Prospectus to
Broker-Dealers promptly upon request at any time during the Broker-Dealer Period in order to
facilitate such resales.



(d) The Exchange Offer shall not be subject to any conditions, other than that (x) the
Exchange Offer does not violate any applicable law or applicable interpretations of the Commission
and (y) there is no action or proceeding instituted or threatened in any court or by any
governmental agency that in the Company’s judgment would reasonably be expected to impair the
Company’s ability to proceed with the Exchange Offer. If the Company determines in its reasonable
judgment that either of the foregoing conditions is not satisfied, the Company may (a) refuse to
accept any Transfer Restricted Securities and return all tendered Transfer Restricted Securities to
the tendering Holders, (b) extend the Exchange Offer and retain all Transfer Restricted Securities
tendered before the expiration of the Exchange Offer, subject, however, to the rights of holders to
withdraw those Transfer Restricted Securities, or (c) waive the unsatisfied conditions with respect
to the Exchange Offer and accept all properly tendered Transfer Restricted Securities that have not
been withdrawn.



Section 4. Shelf Registration



(a) Shelf Registration. If (i) the Company and the Guarantors are not required to
file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the
Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set
forth in Section 6(a) below have been complied with), (ii) for any reason the Exchange Offer is not
Consummated within 365 days after the Closing Date as a result of paragraph 3(d) herein, (iii) any
Holder of Transfer Restricted Securities notifies the Company prior the consummation of the
Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from
participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired
by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus
contained in the Exchange Offer Registration Statement is not appropriate or available for such
resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired
directly from the Company or one of its affiliates, then, upon such Holder’s request, the Company
and the Guarantors shall:




(x) cause to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in
either event, the “Shelf Registration Statement”) on or prior to the earliest to
occur of (1) the 90th day after the date on which the Company determines that it
is not required to file the Exchange Offer Registration Statement, (2) 365 days after the
Closing Date (in the case of clause (ii) above) and (3) the 90th day after the
date on which the Company receives notice from a Holder of Transfer Restricted Securities as
contemplated by clause (iii) above (such earliest date being the “Shelf Filing
Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer
Restricted Securities the Holders of which shall have provided the information required
pursuant to Section 4(b) hereof; and




(y) use their commercially reasonable efforts to cause such Shelf Registration
Statement to be declared effective by the Commission on or before the 180th day
after the Shelf Filing Deadline.



The Company and the Guarantors shall use their commercially reasonable efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available
for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of
this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the
Securities Act and the policies, rules and regulations of the Commission as announced from time to
time, for a period (the “Shelf Effectiveness Period”) of at least two years following the
effective date of such Shelf Registration Statement (or shorter period that will terminate when all
the Notes covered by such Shelf Registration Statement have been sold pursuant to such Shelf
Registration Statement). To the extent the Company is required to include any Notes in a Shelf
Registration Statement, the Company may include such Notes on any other shelf registration
statement otherwise being filed by the Company with respect to other of its securities, so long as
all of the procedures described herein with respect to the Shelf Registration Statement are adhered
to.



(b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer
Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and
until such Holder furnishes to the Company in writing, within 20 business days after receipt of a
request therefor, such information as the Company may reasonably request for use in connection with
any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each
Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to
the Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.



Section 5. Additional Interest



If (i) the Exchange Offer has not been Consummated within 365 days after the Closing Date or
(ii) any Shelf Registration Statement required by this Agreement (during the Shelf Effectiveness
Period) or any Exchange Offer Registration Statement required by this Agreement (during the
Broker-Dealer Period) is filed and declared effective but shall thereafter cease to be effective or
fail to be usable for its intended purpose without being succeeded immediately by a post-effective
amendment to such Registration Statement that cures such failure and that is itself immediately
declared effective, and such failure to remain effective exists for more than (a) 15 days with
respect to the Broker-Dealer Period and (b) 30 days with respect to the Shelf Effectiveness Period,
in any 12-month period (each such event referred to in clauses (i) and (ii), a “Registration
Default”), the Company hereby agrees that the interest rate borne by the Notes shall be
increased (“Additional Interest”) by one-quarter of one percent (0.25%) per annum for the
first 90-day period immediately following the occurrence of the first Registration Default (which,
in the case of clause (ii), shall commence on the 16th or 31st day, as
applicable, in any 12-month period), which rate will increase by one quarter of one percent (0.25%)
per annum at the beginning of each subsequent 90-day period that such Additional Interest continues
to accrue under any such circumstance, provided that the maximum aggregate increase in the interest
rate will in no event exceed one percent (1.00%) per annum. Any additional interest payable
pursuant to this Section 5 is herein referred to as Additional Interest. Following the cure of all
Registration Defaults relating to any particular Notes, the interest rate borne by the relevant
Notes will be reduced to the original interest rate borne by such Notes; provided, however, that,
if after any such reduction in interest rate, a different Registration Default occurs, the interest
rate borne by the relevant Notes shall again be increased pursuant to the foregoing provisions.



All obligations of the Company and the Guarantors set forth in the preceding paragraph that
are outstanding with respect to any Transfer Restricted Security at the time such security ceases
to be a Transfer Restricted Security shall survive until such time as all such obligations with
respect to such Note shall have been satisfied in full.



Section 6. Registration Procedures



(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the
Company and the Guarantors shall comply with all of the provisions of Section 6(d) below, shall use
their commercially reasonable efforts to effect such exchange to permit the sale of Transfer
Restricted Securities being sold in accordance with the intended method or methods of distribution
thereof and shall comply with all of the following provisions.



As a condition to its participation in the Exchange Offer pursuant to the terms of this
Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the
Company, prior to the Consummation thereof, a written representation to the Company (which may be
contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement)
to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does
not intend to engage in, and has no arrangement or understanding with any person to participate in,
a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the
Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer
Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange
Offer and shall provide such other information customarily provided by Holders in exchange offers
for securities sold pursuant to Rule 144A. Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the
securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect
on the date of this Agreement rely on the position of the Commission enunciated in Morgan
Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated
July 2, 1993, and similar no-action letters (which may include any no-action letter obtained
pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale transaction and that such
a secondary resale transaction should be covered by an effective registration statement containing
the selling security holder information required by Item 507 or 508, as applicable, of Regulation
S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes
acquired by such Holder directly from the Company.



(b) Shelf Registration Statement. In connection with the Shelf Registration
Statement, if any, the Company and the Guarantors shall comply with all the provisions of Section
6(d) below and shall use their commercially reasonable efforts to effect such registration to
permit the sale of the Transfer Restricted Securities being sold in accordance with the intended
method or methods of distribution thereof, and pursuant thereto the Company will as expeditiously
as possible prepare and file with the Commission a Registration Statement relating to the
registration on any appropriate form under the Securities Act, which form shall be available for
the sale of the Transfer Restricted Securities in accordance with the intended method or methods of
distribution thereof.



(c) Free Writing Prospectuses. To the extent any Free Writing Prospectus is used, the
Company and the Guarantors shall file with the Commission any Free Writing Prospectus that is
required to be filed by the Company or the Guarantors with the Commission in accordance with the
Securities Act and to retain any Free Writing Prospectus not required to be filed.



(d) General Provisions. In connection with any Registration Statement, any Prospectus
and any Free Writing Prospectus required by this Agreement to permit the sale or resale of Transfer
Restricted Securities (including, without limitation, any Registration Statement and the related
Prospectus required to permit resales of Notes by Broker-Dealers), the Company shall:



(i) use its commercially reasonable efforts to keep such Registration Statement continuously
effective and provide all requisite financial statements (including, if required by the Securities
Act or any regulation thereunder, financial statements of the Guarantors) for the period specified
in Section 3 or 4 of this Agreement, as applicable; upon the occurrence of any event that would
cause any such Registration Statement, the Prospectus and any Free Writing Prospectus contained
therein (A) to contain a material misstatement or omission or (B) not to be effective and usable
for resale of Transfer Restricted Securities during the period required by this Agreement, the
Company shall file promptly an appropriate amendment to such Registration Statement, in the case of
clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or
(B), use its commercially reasonable efforts to cause such amendment to be declared effective and
such Registration Statement, the related Prospectus and any Free Writing Prospectus to become
usable for their intended purpose(s) as soon as practicable thereafter;



(ii) prepare and file with the Commission such amendments and post-effective amendments to the
Registration Statement as may be necessary to keep the Registration Statement effective for the
applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration Statement have been
sold; cause the Prospectus and any Free Writing Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities
Act, and to comply fully with the applicable provisions of Rule 424 and any other applicable rule
under the Securities Act in a timely manner; and comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such Registration Statement during the
applicable period in accordance with the intended method or methods of distribution by the sellers
thereof set forth in such Registration Statement or supplement to the Prospectus or any Free
Writing Prospectus;



(iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by
such Persons, to confirm such advice in writing, (A) when the Prospectus or any Free Writing
Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with
respect to any Registration Statement or any post-effective amendment thereto, when the same has
become effective, (B) of any request by the Commission for amendments to the Registration Statement
or amendments or supplements to the Prospectus or any Free Writing Prospectus or for additional
information relating thereto, (C) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities for
offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding
purposes, including the receipt by the Company of any notice of objection of the Commission to the
use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule
401(g)(2) under the Securities Act, (D) of the existence of any fact or the happening of any event
that makes any statement of a material fact made in the Registration Statement, the Prospectus, any
Free Writing Prospectus, any amendment or supplement thereto, or any document incorporated by
reference therein untrue, or that requires the making of any additions to or changes in the
Registration Statement, the Prospectus or any Free Writing Prospectus in order to make the
statements therein not misleading. If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, or any state securities commission or
other regulatory authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the
Company and the Guarantors shall use their commercially reasonable efforts to obtain the withdrawal
or lifting of such order at the earliest possible time;



(iv) furnish without charge to each of the Initial Purchasers, each selling Holder named in
any Shelf Registration Statement who so requests and each of the underwriter(s), if any, before
filing with the Commission, copies of any Shelf Registration Statement, any Prospectus or any Free
Writing Prospectus included therein or any amendments or supplements to any such Registration
Statement, Prospectus or Free Writing Prospectus (excluding all documents incorporated by
reference), which documents will be subject to the review of such Holders and underwriter(s) in
connection with such sale, if any, for a period of at least three business days, and the Company
will not file any such Registration Statement, Prospectus or Free Writing Prospectus or any
amendment or supplement to any such Registration Statement, Prospectus or Free Writing Prospectus
(excluding all such documents incorporated by reference) to which an Initial Purchaser of Transfer
Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall
reasonably object in writing within three business days after the receipt thereof (such objection
to be deemed timely made upon confirmation of telecopy transmission within such period). The
objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such
Registration Statement, amendment, Prospectus, Free Writing Prospectus or supplement, as
applicable, as proposed to be filed, contains a material misstatement or omission;



(v) promptly prior to the filing of any Registration Statement, Prospectus or any Free Writing
Prospectus (excluding any document that is to be incorporated by reference into a Registration
Statement, Prospectus or Free Writing Prospectus) provide copies of such document to the Initial
Purchasers, each selling Holder named in any Registration Statement who so requests, and to the
underwriter(s), if any, make the Company’s management, officers and other representatives available
and management, officers and other representatives of the Guarantors available for discussion of
such document and other customary due diligence matters as shall be reasonably requested by the
Initial Purchasers, each such selling Holder or underwriter(s), if any, and include such
information in such document prior to the filing thereof as such selling Holders or underwriter(s),
if any, reasonably may request;



(vi) other than in connection with an Exchange Offer Registration Statement, make available at
reasonable times for inspection by the Initial Purchasers, any managing underwriter participating
in any disposition pursuant to such Registration Statement and any attorney or accountant retained
by such Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent
corporate documents and properties of the Company and each of the Guarantors and cause the
Company’s and the Guarantors’ officers, directors and employees to supply all information
reasonably requested by any such Holder, underwriter, attorney or accountant in connection with
such Registration Statement subsequent to the filing thereof and prior to its effectiveness and
make available the Company’s management, officers and other representatives for meetings with
investors typical for roadshows of underwritten securities to the extent reasonably requested by
any Holder, Initial Purchaser or underwriter;



(vii) other than in connection with an Exchange Offer Registration Statement, if requested by
any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration
Statement, Prospectus or Free Writing Prospectus, pursuant to a supplement or post-effective
amendment if necessary, such information as such selling Holders and underwriter(s), if any, may
reasonably request to have included therein, including, without limitation, information relating to
the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the
principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase
price being paid therefor and any other terms of the offering of the Transfer Restricted Securities
to be sold in such offering; and make all required filings of such supplement or post-effective
amendment to the Prospectus or the Free Writing Prospectus, as soon as practicable after the
Company is notified of the matters to be incorporated in such supplement or post-effective
amendment to the Prospectus or Free Writing Prospectus;



(viii) furnish to each selling Holder and each of the underwriter(s), if any, without charge,
one copy of the Registration Statement, as first filed with the Commission, and of each amendment
thereto, including financial statements and schedules (excluding all documents incorporated by
reference therein and all exhibits);



(ix) deliver to each selling Holder and each of the underwriter(s), if any, without charge, as
many copies of the Prospectus (including each preliminary prospectus), any Free Writing Prospectus
and any amendment or supplement thereto as such Persons reasonably may request; the Company and
the Guarantors hereby consent to the use of the Prospectus, any Free Writing Prospectus and any
amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if
any, in connection with the offering and the sale of the Transfer Restricted Securities covered by
the Prospectus, any Free Writing Prospectus or any amendment or supplement thereto;



(x) enter into, and cause the Guarantors to enter into, such agreements (including an
underwriting agreement), and make, and cause the Guarantors to make, such representations and
warranties, and take all such other actions in connection therewith in order to expedite or
facilitate the disposition of the Transfer Restricted Securities pursuant to any Shelf Registration
Statement contemplated by this Agreement, all to such extent as may be requested by any Initial
Purchaser or underwriter in connection with any sale or resale pursuant to any Shelf Registration
Statement contemplated by this Agreement and to the extent customary for such transaction; and if
so requested by the Holders of 25% of the principal amount of the Transfer Restricted Securities
for whose benefit such Shelf Registration Statement is being prepared or the underwriter(s), if
any, in an Underwritten Registration, the Company and the Guarantors shall:




(A) furnish to each Initial Purchaser, each selling Holder and each underwriter, if
any, in such substance and scope as they may request and as are customarily made by issuers
to underwriters in primary underwritten offerings, upon the date of the effectiveness of the
Shelf Registration Statement:




(1) a certificate, dated the date of effectiveness of the Shelf Registration
Statement, signed by (y) the President or any Vice President and (z) a principal
financial or accounting officer of each of the Company and the Guarantors,
confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and
(iii) of Section 5(d) of the Purchase Agreement and such other matters as such
parties may reasonably request;




(2) an opinion, dated the date of effectiveness of the Shelf Registration
Statement, of counsel for the Company and the Guarantors, covering the matters set
forth in paragraph (b) of Section 5 of the Purchase Agreement and such other matters
as such parties may reasonably request, and in any event including a statement to the
effect that such counsel has participated in conferences with officers and other
representatives of the Company and representatives of the independent public
accountants for the Company in connection with the preparation of such Shelf
Registration Statement, the related Prospectus and any Free Writing Prospectus and
have considered the matters required to be stated therein and the statements
contained therein, although such counsel has not independently verified the accuracy,
completeness or fairness of such statements; and that such counsel advises that, on
the basis of the foregoing (relying to a large extent upon facts provided to such
counsel by officers and other representatives of the Company), no facts came to such
counsel’s attention that caused such counsel to believe that the applicable
Registration Statement, at the time such Registration Statement or any post-effective
amendment thereto became effective, contained an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the Prospectus contained in such
Registration Statement as of its date, or any Free Writing Prospectus, contained an
untrue statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in light of the circumstances under which they
were made, not misleading. Without limiting the foregoing, such counsel may state
further that such counsel assumes no responsibility for, and has not independently
verified, the accuracy, completeness or fairness of the financial statements, notes
and schedules and other financial data included in any Registration Statement
contemplated by this Agreement, the related Prospectus or any Free Writing
Prospectus; and




(3) one or more customary comfort letter(s), dated as of the date of
effectiveness of the Shelf Registration Statement, as the case may be, from the
Company’s independent accountants and the independent accountants for other entities
whose financial information is included in the applicable registration statement in
the customary form (in the case of UAG UK Holdings Limited and its subsidiaries, a
letter from KPMG LLP in the form delivered to the Initial Purchasers in connection
with the issuance of the Initial Notes, if applicable) and covering matters of the
type customarily covered in comfort letters by underwriters in connection with
primary underwritten offerings, and affirming the matters set forth in the comfort
letters delivered pursuant to Section 5(e) of the Purchase Agreement, without
exception;




(B) set forth in full or incorporate by reference in the underwriting agreement, if
any, the indemnification provisions and procedures of Section 8 hereof with respect to all
parties to be indemnified pursuant to said Section; and




(C) deliver such other documents and certificates as may be reasonably requested by
such parties to evidence compliance with clause (A) above and with any customary conditions
contained in the underwriting agreement or other agreement entered into by the Company or
the Guarantors pursuant to this clause (xi), if any.



If at any time the representations and warranties of the Company and the Guarantors
contemplated in clause (A)(1) above are determined to have not been true and correct as of the date
originally made, the Company or the Guarantor shall so advise the underwriter(s), if any, and each
selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;



(xi) prior to any public offering of Transfer Restricted Securities, cooperate with, and cause
the Guarantors to cooperate with, the selling Holders, the underwriter(s), if any, and their
respective counsel in connection with the registration and qualification of the Transfer Restricted
Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders or
underwriter(s) may request and do any and all other acts or things necessary or advisable to enable
the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf
Registration Statement; provided, however, that neither the Company nor the Guarantors shall be
required to register or qualify as a foreign corporation where it is not then so qualified or to
take any action that would subject it to the service of process in suits or to taxation, other than
as to matters and transactions relating to the Registration Statement, in any jurisdiction where it
is not then so subject;



(xii) shall issue, upon the request of any Holder of Initial Notes covered by the Exchange
Offer Registration Statement, Exchange Notes, having an aggregate principal amount equal to the
aggregate principal amount of Initial Notes surrendered to the Company by such Holder in exchange
therefor; such Exchange Notes to be registered in the name of such Holder; in return, the Initial
Notes held by such Holder shall be surrendered to the Company for cancellation;



(xiii) cooperate with, and cause the Guarantors to cooperate with, the selling Holders and the
underwriter(s), if any, to facilitate the timely preparation and delivery of certificates
representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and
enable such Transfer Restricted Securities to be in such denominations of not less than $2,000 and
integral multiples of $1,000 in excess thereof and registered in such names as the Holders or the
underwriter(s), if any, may request at least two business days prior to any sale of Transfer
Restricted Securities made by such underwriter(s);



(xiv) use its commercially reasonable efforts to cause the Transfer Restricted Securities
covered by the Registration Statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to enable the seller or sellers thereof or the
underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities;



(xv) if any fact or event contemplated by clause (d)(iii)(D) above shall exist or have
occurred, prepare a supplement or post-effective amendment to the Registration Statement, related
Prospectus, any Free Writing Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus or Free Writing Prospectus, as the case may be, will not
contain an untrue statement of a material fact or omit to state any material fact necessary to make
the statements therein not misleading;



(xvi) provide a CUSIP number for all Notes not later than the effective date of the
Registration Statement and provide the Trustee under the Indenture with printed certificates for
the Transfer Restricted Securities which are in a form eligible for deposit with the Depository
Trust Company and take all other action necessary ensure that all Notes are eligible for deposit
with the Depositary Trust Company;



(xvii) reasonably cooperate and assist in any filings required to be made with FINRA and in
the performance of any due diligence investigation by any underwriter (including any “qualified
independent underwriter”) that is required to be retained in accordance with the rules and
regulations of FINRA, and use its commercially reasonable efforts to cause such Registration
Statement to become effective and approved by such governmental agencies or authorities as may be
necessary to enable the Holders selling Transfer Restricted Securities to consummate the
disposition of such Transfer Restricted Securities;



(xviii) otherwise use its commercially reasonable efforts to comply with all applicable rules
and regulations of the Commission, and make generally available to its security holders, as soon as
practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not
be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which
Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten
Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of
the Company’s first fiscal quarter commencing after the effective date of the Registration
Statement;



(xix) cause the Indenture to be qualified under the Trust Indenture Act not later than the
effective date of the first Registration Statement required by this Agreement, and, in connection
therewith, cooperate, and cause the Guarantors to cooperate with, with the Trustee and the Holders
of Notes to effect such changes to the Indenture as may be required for such Indenture to be so
qualified in accordance with the terms of the Trust Indenture Act; and to execute, and cause the
Guarantors to execute, and use its commercially reasonable efforts to cause the Trustee to execute,
all documents that may be required to effect such changes and all other forms and documents
required to be filed with the Commission to enable such Indenture to be so qualified in a timely
manner; and



(xx) cause all Transfer Restricted Securities covered by the Registration Statement to be
listed on each securities exchange on which similar securities issued by the Company are then
listed if requested by the Holders of a majority in aggregate principal amount of Initial Notes or
the managing underwriter(s), if any.



Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in Section 6(d)(iii)(D)
hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus or Free Writing Prospectus contemplated by Section 6(d)(xv)
hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the
Prospectus or Free Writing Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus or Free Writing
Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such Holder’s possession,
of the Prospectus or Free Writing Prospectus covering such Transfer Restricted Securities that was
current at the time of receipt of such notice. In the event the Company shall give any such
notice, the time period regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period
from and including the date of the giving of such notice pursuant to Section 6(d)(iii)(D) hereof to
and including the date when each selling Holder covered by such Registration Statement shall have
received the copies of the supplemented or amended Prospectus or Free Writing Prospectus
contemplated by Section 6(d)(xv) hereof or shall have received the Advice; however, no such
extension shall be taken into account in determining whether Additional Interest is due pursuant to
Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company’s
option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a
Registration Default for purposes of Section 5.



Notwithstanding any other provision hereof, the Company and the Guarantors may suspend the use
of any Prospectus, without incurring or accruing any obligation to pay Additional Interest pursuant
to Section 5 hereof or being deemed in violation of any other provision hereof, for a period not to
exceed 45 calendar days in any three-month period, or an aggregate of 90 calendar days in any
twelve-month period, (each, a “Suspension Period”) if the Board of Directors of the Company shall
have determined in good faith that because of valid business reasons (not including avoidance of
the Company’s and the Guarantors’ obligations hereunder), including without limitation proposed or
pending corporate developments and similar events or because of filings with the Commission, it is
in the best interests of the Company and the Guarantors to suspend such use, and prior to
suspending such use the Company provides the Holders with written notice of such suspension, which
notice need not specify the nature of the event giving rise to such suspension. Each Holder shall
keep confidential any communications received by it from the Company regarding the suspension of
the use of the Prospectus, except as required by applicable law.



Section 7. Registration Expenses



(a) All expenses incident to the Company’s or the Guarantors’ performance of or compliance
with this Agreement will be borne by the Company or the Guarantors, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all registration and
filing fees and reasonable expenses (including filings made by any Initial Purchaser or Holder with
FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its
counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of
printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer
and printing of Prospectuses and any Free Writing Prospectuses), messenger and delivery services
and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and,
subject to Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all application
and filing fees in connection with listing the Exchange Notes on a national securities exchange or
automated quotation system pursuant to the requirements thereof; and (vi) all fees and
disbursements of independent certified public accountants of the Company and the Guarantors
(including the expenses of any special audit and comfort letters required by or incident to such
performance).



The Company will, in any event, bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or accounting duties), the
expenses of any annual audit and the fees and expenses of any Person, including special experts,
retained by the Company.



(b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer
Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of
Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the
Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more
than one counsel, who shall be Shearman & Sterling LLP or such other counsel as may be chosen by
the Holders of a majority in principal amount of the Transfer Restricted Securities for whose
benefit such Registration Statement is being prepared.



Section 8. Indemnification



(a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) each Holder and (ii) each person, if any, who controls (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the persons referred
to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the
respective officers, directors, partners, employees, representatives and agents of any Holder or
any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be
referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any
and all losses, claims, damages, liabilities, judgments, actions and expenses (including without
limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing,
pursuing, settling, compromising, paying or defending any claim or action, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, including the reasonable
fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly
caused by, related to, based upon, arising out of or in connection with (A) any untrue statement or
alleged untrue statement of a material fact contained in any Registration Statement or any omission
or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, or (B) any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus (or any amendment or supplement thereto), any Free
Writing Prospectus or any “issuer information” (“Issuer Information”) filed or required to
be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, except
insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement
or omission or alleged untrue statement or omission that is made in reliance upon and in conformity
with information relating to a Holder or underwriter in an underwritten offering furnished in
writing to the Company by such Holder or underwriter, as applicable, expressly for use therein.
This indemnity agreement shall be in addition to any liability which the Company may otherwise
have. In connection with any Underwritten Offering permitted by Section 6, the Company and the
Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in the distribution, their
respective affiliates and each controlling person of such Person, to the same extent as provided
above with respect to the indemnification of the Holders, if requested in connection with any
Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.



In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or
the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and
the Guarantors in writing (provided, that the failure to give such notice shall not relieve the
Company or the Guarantors of their respective obligations pursuant to this Agreement, to the extent
they are not materially prejudiced as a result thereof). Such Indemnified Holder shall have the
right to employ its own counsel in any such action and the reasonable fees and expenses of such
counsel shall be paid, as incurred, by the Company and the Guarantors. The Company and the
Guarantors shall not, in connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings in the same jurisdiction arising out of the
same general allegations or circumstances, be liable for the reasonable fees and expenses of more
than one separate firm of attorneys (in addition to any local counsel) at any time for such
Indemnified Holders, which firm shall be designated by the Indemnified Holders. The Company shall
be liable for any settlement of any such action or proceeding effected with the Company’s prior
written consent, which consent shall not be withheld unreasonably, and the Company agrees to
indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage,
liability or expense by reason of any settlement of any action effected with the written consent of
the Company. The Company shall not, without the prior written consent of each Indemnified Holder,
settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any
pending or threatened action, claim, litigation or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto),
unless such settlement, compromise, consent or termination (i) includes an unconditional release of
each Indemnified Holder from all liability arising out of such action, claim, litigation or
proceeding and (ii) does not include any statement as to or any admission of fault, culpability or
a failure to act by or on behalf of any Indemnified Holder.



(b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company and the Guarantors and their respective directors, officers
of the Company and the Guarantors who sign a Registration Statement, any person controlling (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and
the respective offices, directors, partners, employees, representatives and agents of each such
person, and the Initial Purchasers, to the same extent as the foregoing indemnity from the Company
and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions
based on information relating to such Holder furnished in writing by such Holder expressly for use
in any Registration Statement, Prospectus or any Free Writing Prospectus. In case any action or
proceeding shall be brought against the Company, any Guarantor or any of their respective directors
or officers or any such controlling person in respect of which indemnity may be sought against a
Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the
Company and the Guarantors, and the Company, any Guarantor or any of their respective directors or
officers or such controlling person shall have the rights and duties given to each Holder by the
preceding paragraph. In no event shall the liability of any selling Holder hereunder be greater in
amount than the dollar amount of the proceeds received by such Holder upon the sale of the Transfer
Restricted Securities giving rise to such indemnification obligation.



(c) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in
those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or
expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one
hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the
Company and the Guarantors shall be deemed to be equal to the total gross proceeds from the Initial
Placement as set forth on the cover page of the Offering Memorandum), the amount of Additional
Interest which did not become payable as a result of the filing of the Registration Statement
resulting in such losses, claims, damages, liabilities, judgments, actions or expenses, and such
Registration Statement, or if such allocation is not permitted by applicable law, the relative
fault of the Company and the Guarantors on the one hand, and of the Indemnified Holder, on the
other hand, in connection with the statements or omissions which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable considerations. The
relative fault of the Company and the Guarantors on the one hand and of the Indemnified Holder on
the other shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company and/or any of the Guarantors or by the Indemnified
Holder and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a party as a result
of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to
include, subject to the limitations set forth in the second paragraph of Section 8(a), any legal or
other fees or expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.



The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it
would not be just and equitable if contribution pursuant to this Section 8(c) were determined by
pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable considerations referred to
in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8, none of the Holders (and its related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total price at which
the Notes sold by such Holder exceeds the amount of any damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c)
are several in proportion to the respective principal amount of Initial Notes held by each of the
Holders hereunder and not joint.



Section 9. Participation In Underwritten Registrations



No Holder may participate in any Underwritten Registration hereunder unless such Holder (a)
agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements
and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the terms of such
underwriting arrangements.



Section 10. Selection Of Underwriters



The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who
desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any
such Underwritten Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Holders of a majority in aggregate
principal amount of the Transfer Restricted Securities included in such offering; provided, that
such investment bankers and managers must be reasonably satisfactory to the Company.



Section 11. Miscellaneous



(a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary
damages may not be adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.



(b) No Inconsistent Agreements. The Company will not, and will cause the Guarantors
not to, on or after the date of this Agreement enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. Neither the Company nor the Guarantors have
entered into any agreement granting any registration rights with respect to its securities to any
Person which would allow the registration of such securities on the Exchange Offer Registration
Statement or, except to the extent disclosed in the applicable offering memorandum with respect to
the sale of the Initial Notes, the Shelf Registration Statement required by this Agreement. The
rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company’s securities under any agreement in effect on
the date hereof.



(c) Adjustments Affecting the Notes. Subject to the right of the Company to invoke
and maintain a Suspension Period, the Company will not intentionally take any action, or permit any
change to occur, with respect to the Notes that would materially and adversely affect the ability
of the Holders to Consummate any Exchange Offer.



(d) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the provisions hereof may
not be given unless the Company has obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities. Notwithstanding the foregoing, a
waiver or consent to departure from the provisions hereof that relates exclusively to the rights of
Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect
directly or indirectly the rights of other Holders whose securities are not being tendered pursuant
to such Exchange Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities being tendered or registered; provided, that with respect
to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder,
the Company shall obtain the written consent of each such Initial Purchaser with respect to which
such amendment, qualification, supplement, waiver, consent or departure is to be effective.



(e) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail (registered or certified, return
receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:



(i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and



(ii) if to the Company and the Guarantors:




Penske Automotive Group, Inc.


2555 Telegraph Road


Bloomfield Hills, Michigan 48302


Telecopier No.: (248) 648-2515


Attention: General Counsel




With a copy to:




Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza


New York, New York 10004


Telecopier No.: (212) 859-4000


Attention: Valerie Jacob



All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five business days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and on the next business day, if timely delivered to an air courier guaranteeing
overnight delivery.



Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



(f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including without limitation and
without the need for an express assignment, subsequent Holders of Transfer Restricted Securities;
provided, however, that this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer
Restricted Securities from such Holder.



(g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.



(h) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



(i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.



(j) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



(k) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company and the Guarantors with
respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.




Very truly yours,




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 foregoing Registration Rights Agreement
is hereby confirmed and accepted as of the date
first above written.



Merrill Lynch, Pierce, Fenner & Smith



Incorporated



RBS Securities Inc.


J.P. Morgan Securities LLC


Wells Fargo Securities, LLC


U.S. Bancorp Investments, Inc.


Stephens Inc.


BNP Paribas Securities Corp.



By: Merrill Lynch, Pierce, Fenner & Smith



Incorporated



By: /s/ Matt Holbrook                                         

Name: Matt Holbrook

Title: Director





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