Filed by Bowne Pure Compliance





Exhibit 4.1




PENSKE AUTOMOTIVE GROUP, INC.

as Issuer,




THE GUARANTORS NAMED HEREIN

as Guarantors,




and




BANK OF NEW YORK TRUST COMPANY, N.A.

as Trustee,




3.50% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2026




AMENDED AND RESTATED SUPPLEMENTAL INDENTURE




Dated as of October 30, 2008




to




INDENTURE




Dated as of January 31, 2006



 


 









 





AMENDED AND RESTATED SUPPLEMENTAL INDENTURE




AMENDED AND RESTATED SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October
30, 2008, among UAG MENTOR ACQUISITION, LLC and PETER PAN MOTORS, INC. each (“Guaranteeing Subsidiary”), subsidiaries of Penske
Automotive Group, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the
Company, the other Guarantors (as defined in the Indenture referred to herein) and Bank of New York
Trust Company, N.A., successor to J.P. Morgan Trust Company, National Association, as trustee under
the Indenture referred to below (the “Trustee”).



WITNESSETH




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



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



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



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



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



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



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



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


 


 









 





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



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



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



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



Dated as of October 30, 2008






	 	 	 	 	 
	 	SIGNATURES

 	 
	 	PENSKE AUTOMOTIVE GROUP, INC.

 	 
	 	By:  	/s/ Shane M. Spradlin
 	 
	 	 	Name:  	Shane M. Spradlin 	 
	 	 	Title:  	Senior Vice President,

General Counsel
and Secretary 	 



	 	 	 	 	 
	 	GUARANTORS:



UAG MINNEAPOLIS B1, LLC

JS IMPORTS, LLC

PALM AUTO PLAZA, LLC

WEST PALM NISSAN, LLC

UAG BOSTON FMM, LLC

UAG BOSTON FMB, LLC

UAG BOSTON FML, LLC

UAG BOSTON FMR, LLC

UAG BOSTON BENTLEY, LLC

WEST PALM S1, LLC

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



 


 









 





	 	 	 	 	 
	 	SCOTTSDALE 101 MANAGEMENT, LLC

SCOTTSDALE PAINT & BODY, LLC

UAG ACQUISITION 1, LLC

UAG ACQUISITION 2, LLC

UAG ACQUISITION 3, LLC

UAG ACQUISITION 4, LLC

UAG ACQUISITION 5, LLC

TAMBURRO ENTERPRISES, INC.

CLASSIC SPECIAL ADVERSTISING, INC.

CLASSIC SPECIAL, LLC

CLASSIC SPECIAL AUTOMOTIVE GP, LLC

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



	 	 	 
	 

	 	CLASSIC OLDSMOBILE-PONTIAC-GMC, LTD.
	 

	 	CLASSIC SPECIAL HYUNDAI, LTD.
	 

	 	HILL COUNTRY IMPORTS, LTD.






	 	 	 	 	 
	 

	 	By:
	 	CLASSIC SPECIAL, LLC
	 

	 	Its:
	 	General Partner






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



	 	 	 
	 

	 	CLASSIC SPECIAL AUTOMOTIVE, LTD.






	 	 	 	 	 
	 

	 	By:
	 	CLASSIC SPECIAL AUTOMOTIVE GP, LLC
	 

	 	Its:
	 	General Partner






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


	 	 	 	 	 
	 	ADDITIONAL GUARANTORS



PAG LONG ISLAND M1, LLC

PAG LONG ISLAND A1, LLC

PAG LONG ISLAND B1, LLC

PAG LONG ISLAND L1, LLC

TURNERSVILLE AUTO OUTLET, LLC

SMART USA DISTRIBUTOR LLC

PAG NORTH SCOTTSDALE BE, LLC

PENSKE DIRECT, LLC

CYCLE HOLDINGS, LLC

PAG TURNERSVILLE AU, LLC




 


 









 





	 	 	 	 	 
	 	
PAG ACQUISITION 15, LLC

PAG MICHIGAN S1, LLC

PAG AUSTIN S1, LLC

PAG CLOVIS T1, INC.

PAG ORLANDO LIMITED, INC.

PAG ORLANDO GENERAL, INC.

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



	 	 	 
	 

	 	PAG ORLANDO PARTNERSHIP, LTD.






	 	 	 	 	 
	 

	 	By:
	 	PAG ORLANDO GENERAL, INC.
	 

	 	Its:
	 	General Partner






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





	 	 	 
	 

	 	HBL, LLC






	 	 	 	 	 
	 

	 	By:
	 	Penske Automotive Group, Inc.
	 

	 	Its:
	 	Sole Member






	 	 	 	 	 
	 	By:  	
                                      /s/ Robert O’Shaughnessy
 	 
	 	 	Name:  	Robert O’Shaughnessy 	 
	 	 	Title:  	Executive Vice President-Finance 	 



	 	 	 	 	 
	 	PETER PAN MOTORS, INC.

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





	 	 	 
	 

	 	UAG MENTOR ACQUISITION, LLC






	 	 	 	 	 
	 

	 	By:
	 	Penske Automotive Group, Inc.
	 

	 	Its:
	 	Sole Member






	 	 	 	 	 
	 	By:  	
                                      /s/ Robert O’Shaughnessy
 	 
	 	 	Title:  	Executive Vice President-Finance 	 






 


 









 





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

as successor in interest to

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




	 	 	 	 	 
	 	By:  	/s/ Dan Donovan
 	 
	 	 	Name:  	Dan Donovan 	 
	 	 	Title:  	Vice President 	 



 


 









 





GUARANTEE




For value received, each Guarantor, noted below (which term includes any successor Person
under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set
forth in the Indenture and subject to the provisions in the Indenture dated as of January 31, 2006
(the “Indenture”) among Penske Automotive Group, Inc., (the “Company”), the Guarantors party
thereto and The Bank of New York Trust Company, N.A., successor to J.P. Morgan Trust Company,
National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal
of, premium and Additional Interest, if any, and interest (including Contingent Interest, if any)
on the 3.50% Senior Subordinated Convertible Notes due 2026 (the “Notes”) whether at the Final
Maturity Date, by acceleration or otherwise, the due and punctual payment of interest on overdue
principal of and interest on the Notes, if any, or a senior subordinated basis, if lawful, and the
due and punctual performance of all other obligations of the Company to the Holders or the Trustee
all in accordance with the terms of the Indenture and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same will be promptly
paid in full when due or performed in accordance with the terms of the extension or renewal,
whether at the Final Maturity Date, by acceleration or otherwise. The obligations of the Guarantors
to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are
expressly set forth in Article 12 of the Indenture, including the circumstances under which such
obligations may be released and the terms by which such obligations are subordinated to Senior
Guarantor Indebtedness, and reference is hereby made to the Indenture for the precise terms of the
Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action
as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and
(c) appoints the Trustee attorney-in-fact of such Holder for such purpose. This Guarantee may be
released in accordance with the Indenture without any further act by any Holder.



Notwithstanding the foregoing, this guarantee shall be automatically and unconditionally
released and discharged upon (1) any sale, exchange or transfer to any person not an affiliate of
the Company, of all of the capital stock in, or all or substantially all the assets of, such
Guarantor, which transaction is in compliance with the terms of the Indenture and pursuant to which
transaction such Guarantor is released from all guarantees, if any, by it of other Indebtedness of
the Company or any of its subsidiaries, (2) the release by the holders of the Indebtedness of the
Company of their guarantee by such Guarantor (including any deemed release upon payment in full of
all obligations under such Indebtedness), at such time as (A) no other Indebtedness of the Company
has been guaranteed by such Guarantor, or (B) the holders of all such other Indebtedness which is
guaranteed by such Guarantor also release their guarantee by such Guarantor (including any deemed
release upon payment in full of all obligations under such Indebtedness) or (3) such Guarantor
ceasing to be a wholly owned subsidiary of the Company.


 


 









 





Capitalized terms used but not defined herein have the meanings given to them in the Indenture.



	 	 	 	 	 
	 	PETER PAN MOTORS, INC.

 	 
	 	By:  	/s/
Robert O’Shaughnessy
 	 
	 	 	Name:  	Robert O’Shaughnessy 	 
	 	 	Title:  	Executive Vice President-Finance 	 
	 





	 	 	 	 	 
	 	UAG MENTOR ACQUISITION, LLC

 	 
	 	 	 	 	 
	 	By: Penske Automotive Group, Inc.

Its:  Sole Member	 
	 	 	 	 	 
	 	By:  	/s/
Robert O’Shaughnessy
 	 
	 	 	Title:  	Executive Vice President-Finance